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*
Berman Tom J.
(Last) (First) (Middle)
 
31601 RESEARCH PARK DRIVE
(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)
X Director X 10% Owner
  Officer (give title below)   Other (specify below)
 
  
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2021
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 03/02/2021   J   6,315 A $0.95 124,647  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
Options $0.75 03/02/2021   J    2,050,000       (1)  (2) common stock 2,050,000   (3) 2,607,756  D  
Explanation of Responses:
1. Attached as Exhibit 24
2. Attached as Exhibit 24
3. Attached as Exhibit 24
Remarks:
 
 
/s/ Tom J. Berman 03/04/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 24

 

Note 1:

 

The right to purchase:   Consisting of:   Is vested on:
         
Tranche 1   150,000 Option Shares   June 30, 2021
Tranche 2   150,000 Option Shares   December 31, 2021
Tranche 3   150,000 Option Shares   June 30, 2022
Tranche 4   150,000 Option Shares   December 31, 2022
Tranche 5   150,000 Option Shares   June 30, 2023
Tranche 6   150,000 Option Shares   December 31, 2023
Tranche 7   Up to 150,000 Option Shares   Ten days after audited of calendar year 2021 is complete, if the aggregate sales bonus payable for 2021 exceeds $240,000
Tranche 8   Up to 150,000 Option Shares   Ten days after audited of calendar year 2022 is complete, if the aggregate sales bonus payable for 2022 exceeds $260,000
Tranche 9   Up to 150,000 Option Shares   Ten days after audited of calendar year 2023 is complete, if the aggregate sales bonus payable for 2023 exceeds $300,000
Tranche 10   Up to 1 million Option Shares   If Holder has earned a Profit bonus and the Board determines to pay some or all of the bonus with options, vesting that number approved by the Board on the date of the Board decision

 

Note 2: Each tranche expires on the 4th anniversary of the vesting date.

 

Note 3: Options were granted as part of the compensation under the extension of Mr. Berman’s employment contract.

 

Total in column 5 of Table I and column 9 of Table II includes securities held directly as well as Mr. Berman’s indirect interest in securities held by PEN Comeback, LLC and PEN Comeback 2, LLC. Mr. Berman shares voting control of those entities with his father, Ronald J. Berman, but disclaims beneficial ownership of the securities owned by those entities except to the extent of his pecuniary interest.