Sec Form 13D Filing - Feng Weiting filing for Golden Matrix Group Inc. (GMGI) - 2021-10-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 1,400,000 shares of Common Stock issuable upon the exercise of options held by Ms. Feng, discussed in greater detail below, which are exercisable within 60 days of such date.

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on March 19, 2021 (“Schedule 13D”), by Weiting ‘Cathy’ Feng.

As used in this Amendment:

Other capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.

The share amounts set forth in this Amendment retroactively take into effect reverse stock splits of one-for-1,500, 1-for-150 and 1-for-150, which were affected by the Company on April 7, 2016; December 15, 2016; and June 26, 2020, respectively.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following at the end thereof:

On September 16, 2021, Ms. Feng affected a “net exercise” of outstanding stock options to purchase 700,000 shares of the Issuer’s common stock which held, which had an exercise price of $0.825 per share and an expiration date of September 18, 2021. Ms. Feng received 616,304 shares of common stock on the net exercise of the option, after the Issuer withheld 83,696 shares of common stock underlying the option in payment of the exercise price, based on the closing sales price of the Issuer’s common stock on September 15, 2021, the day immediately prior to the date the option was exercised.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated in its entirety by the following:

(a) As of the date of this Schedule, the Reporting Person beneficially owns in aggregate 2,701,509 shares of Common Stock of the Issuer, representing approximately 9.6% of the Issuer’s outstanding Common Stock on such date (26,733,120 shares of Common Stock, as confirmed by the Issuer’s transfer agent), including options to purchase 1,400,000 shares of Common Stock which are exercisable within 60 days of such date.

(b) Ms. Feng has the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock (and options) which are held directly by Ms. Feng (see Item 5(a) above).

(c) See Item 3, above.

(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Person.

(e) N/A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.