Steven H Madden Form 4 SMG Industries / Steven H Madden 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^*

Madden Steven H

(Last) (First) (Middle)

9821 KATY PKWY #880

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SMG Industries Inc. [ SMGI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2021

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, par value $.001	11/14/2021		P		300,000	A	(1)	6,515,118	D
Common Stock, par value $.001	12/14/2021		P		375,000	A	(1)	6,890,118	D
Common Stock, par value $.001	12/23/2021		P		375,000	A	(2)	7,265,118	D
Common Stock, par value $.001	12/31/2021		P		194,108	A	(1)	7,459,236	D
Common Stock, par value $.001	02/11/2022		P		142,538	A	(2)	7,601,764	D
Common Stock, par value $.001	02/14/2022		P		375,000	A	(2)	7,976,764	D
Common Stock, par value $.001	03/03/2022		P		675,000	A	(2)	8,651,764	D
Common Stock, par value $.001								375,000	I	By Madden Heritage Foundation
Common Stock, par value $.001	01/06/2022		P		750,000	A	(3)	1,299,000	I	By Apex Heritage Investments LLC

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
Convertible Note	$0.1	11/14/2021		P		$200,000		11/14/2021	11/14/2023	Common Stock	2,000,000	$200,000	$3,935,034	D
Convertible Note	$0.1	12/14/2021		P		$250,000		12/14/2021	12/14/2023	Common Stock	2,500,000	$250,000	$4,185,034	D
Convertible Note	$0.1	12/31/2021		P		$129,405		12/31/2021	12/31/2023	Common Stock	1,294,050	$129,405	$4,314,439	D
Convertible Note	$0.1							08/20/2020	08/20/2022	Common Stock	3,660,000		$366,000	I	Apex Heritage Investments LLC

Explanation of Responses:

1. Issued as bonus shares in connection with the purchase of convertible notes from the Issuer.

2. Issued as bonus shares in connection with the purchase of non-convertible notes from the Issuer.

3. APEX Heritage participated in a loan to the Issuer in February 2020, the shares issued in connection with such loan were distributed to APEX Heritage in January 2022, prior thereto APEX Heritage did not have voting or dispositive control over the shares.

	/s/ Steven H. Madden	05/19/2022
	** 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).
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