Statement of Changes in Beneficial Ownership (4)
November 14 2022 - 1:51PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Johnston Aaron Richard |
2. Issuer Name and Ticker or Trading Symbol
Golden Matrix Group, Inc.
[
GMGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Former Director |
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(Last)
(First)
(Middle)
3851 LINDELL RD, STE D131 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/27/2022 |
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(Street)
LAS VEGAS, NV 89103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Restricted Common Stock | 10/27/2022 (8) | | A | | 100000 (1) | A | $0.00 (2) | 100000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Unit | (3) | 10/27/2022 (8) | | A | | 300000 | | (4) | (4) | Common Stock | 150000 | $0.00 (2) | 300000 | D | |
| Restricted Stock Unit | (3) | 10/27/2022 (8) | | A | | 300000 | | (5) | 11/1/2023 | Common Stock | 150000 | $0.00 (2) | 300000 | D | |
| Restricted Stock Unit | (3) | 11/1/2022 | | J (6) | | | 100000 | (7) | (7) | Common Stock | 100000 | $0.00 | 50000 | D | |
| Explanation of Responses: |
| (1) | Vests at the rate of 50,000 shares of restricted common stock on November 1, 2022 and 50,000 shares of restricted common stock on February 1, 2023, subject to the reporting person's continued service through the applicable vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. |
| (2) | Issued in consideration for consulting services agreed to be rendered by the Reporting Person. |
| (3) | Each restricted stock unit (RSU) represents the contingent right to receive, at settlement, one share of common stock. |
| (4) | The RSUs vest, if at all, at the rate of 1/4th of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2023 and 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed Annual Reports on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. |
| (5) | The RSUs vest, if at all, upon the closing of a transaction that, on a pro forma basis, doubles the Issuer's revenues for the fiscal quarter prior to the closing of the acquisition ("Doubling Transaction"), provided that such RSUs shall be terminated and forfeited if such Doubling Transaction does not close prior to November 1, 2023, subject to the Reporting Person's continued service to the Issuer on such date, subject to certain exceptions. Issued under the Issuer's 2022 Equity Incentive Plan. |
| (6) | Previously, the Reporting Person was granted, in consideration for director services rendered, the right to earn up to 150,000 RSUs upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2022, 2023 and 2024. Effective on November 1, 2022, in connection with the Reporting Person's resignation as a member of the Board of Directors on such date, the right to earn a total of 100,000 RSUs for 2023 and 2024 as a member of the Board of Directors was terminated and forfeited, provided that as discussed in footnote 4, the Reporting Person was granted similar RSUs on October 27, 2022 in consideration for consulting services. |
| (7) | The remaining 50,000 RSUs vest, if at all, at the rate of 1/2 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) EBITDA targets, as of the end of fiscal 2022, and upon the public disclosure of such operating results in the Issuer's subsequently filed 2022 Annual Report on Form 10-K, subject to the reporting person's continued service through the applicable vesting date. Restricted stock units do not expire; they either vest or are canceled prior to vesting date. Issued under the Issuer's 2022 Equity Incentive Plan. |
| (8) | The restricted common stock and RSUs were granted on October 27, 2022, and effective on November 1, 2022. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Johnston Aaron Richard
3851 LINDELL RD
STE D131
LAS VEGAS, NV 89103 |
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| Former Director |
Signatures
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| /s/ Aaron Richard Johnston | | 11/14/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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