Weiting Feng Form 4 Golden Matrix / Weiting Feng ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Feng Weiting

(Last) (First) (Middle)

3651 LINDELL RD STE D131

(Street)

LAS VEGAS NV 89103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Golden Matrix Group, Inc. [ GMGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,791,231	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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 Units	(2)	05/09/2024		J(1)			125,000	(3)	(3)	Common Stock	125,000	$0.00	125,000	D
Restricted Stock Units	(2)	05/09/2024		J(1)		125,000		(4)	(4)	Common Stock	125,000	$0.00	125,000	D

Explanation of Responses:

1. Effective on May 9, 2024, the Board of Directors approved an amendment to the terms of the restricted stock units (RSUs) previously granted to the Reporting Person to adjust such RSUs (discussed in footnote 3 below), from vesting, if at all, based on the financial results of the Issuer as of October 31, 2024, to be based on the Issuer's financial results for the year ended December 31, 2024 (discussed in footnote 4), as a result of the Issuer's recent change in fiscal year from October 31st to December 31st. All other terms of the RSUs remained the same.

2. Each RSU represents the contingent right to receive, at settlement, one share of common stock.

3. The RSUs vest, if at all, at the rate of 1/2 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) Adjusted EBITDA targets, as of October 31, 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed 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.

4. The RSUs vest, if at all, at the rate of 1/2 of such RSUs, upon the Issuer meeting certain (1) revenue and (2) Adjusted EBITDA targets, as of December 31, 2024, and upon the public disclosure of such operating results in the Issuer's subsequently filed 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.

Remarks:

	/s/ Weiting Feng	05/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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