Nano Magic (NMGX) Form 4 Nano Magic / Richard Lee Fink 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^*

Fink Richard Lee

(Last) (First) (Middle)

31601 RESEARCH PARK DR.

(Street)

MADISON HEIGHTS MI 48071

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nano Magic Holdings Inc. [ NMGX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Pres, Applied Nanotech, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2021

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	11/10/2021		J		8,700	A	(1)	105,999	D
Common Stock	11/10/2021		J		8,700	D	(1)	105,999	I	See Footnote(2)

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
Warrants	$1.5	11/10/2021		J			3,659(5)	(3)	(4)	Common stock	3,659	(5)	11,061	I	See Footnote(5)

Explanation of Responses:

1. Reporting person received an in-kind distribution from PEN Comeback 2, LLC ("Comeback 2"), increasing direct holdings and decreasing indirect holdings. Share of indirect holdings also changed because distribution triggered changed allocations under Comeback 2 operating agreement.

2. Total includes shares owned directly and indirectly.

3. Warrants are presently exercisable

4. Warrants will expire on six different dates: earliest 9/6/2023, and last on 3/26/2024.

5. Warrants are all held by Comeback 2. Reporting person's indirect interest was reduced by 25% under terms of Comeback 2 agreement without any action by him. No consideration was paid or received. Column 9 reflects changed indirect warrant ownership as a result of changed allocations under Comeback 2 operating agreement after distribution reflected in Table I. Total in column 9 includes options held directly.

	/s/ Richard Lee Fink	11/12/2021
	** 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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