Form 4 - Statement of changes in beneficial ownership of securities

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Madden Steven H

(Last)

(First)

(Middle)

9821 KATY FWY #880

(Street)

HOUSTON

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)
07/07/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001								14,013,090	D
Common Stock, par value $.001	07/07/2023		C		54,966,332	A	$0.1	56,814,332	I	By Apex Heritage Investments LLC
Common Stock, par value $.001	07/07/2023		A		11,426,860⁽¹⁾	A	$0.25	68,241,192	I	By Apex Heritage Investments LLC
Common Stock, par value $.001	07/07/2023		C		2,004,604	A	$0.25	70,245,796	I	By Apex Heritage Investments LLC
Common Stock, par value $.001	07/07/2023		A		1,699,710⁽²⁾	A	$0.25	1,699,710	I	By Asphalt Transportation Inc.
Common Stock, par value $.001								375,000	I	By Madden Heritage Foundation

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
5% Series C Convertible Preferred Stock	$0.25	07/07/2023		A		500		07/07/2023	⁽³⁾	Common Stock	500	$10,000	500	I	By Apex Heritage Investments LLC
Convertible Note	$0.25	07/07/2023		C			$500,000	02/27/2020	03/31/2023	Common Stock	2,004,604⁽⁴⁾	$0	0	I	By Apex Heritage Investments LLC
Convertible Notes	$0.1	07/07/2023		C			$5,352,898	⁽⁵⁾	⁽⁵⁾	Common Stock	54,966,332⁽⁶⁾	$0	0	I	By Apex Heritage Investments LLC

Explanation of Responses:

1. Represents shares of common stock issued in exchange for the forgiveness of $2,856,712 in aggregate principal and interest due on unconvertible promissory notes issued by SMG Industries, Inc. (the "Company").

2. Represents shares of common stock issued in exchange for the forgiveness of $424,927 in aggregate principal and interest due on unconvertible promissory notes issued by the Company.

3. To the extent not already converted on the 24-month anniversary of the issuance date, the Company's 5% Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"), and any accrued dividends thereon will automatically convert into a number of shares of common stock equal to the quotient of (A) the sum of (x) the stated value of such share(s) of Series C Preferred Stock subject to automatic conversion plus any accrued dividends thereon and (B) the conversion price. The stated value of the Series C Preferred Stock is $10,000 per share.

4. Includes shares of common stock issued upon the conversion of $1,151 in accrued, unpaid interest.

5. Consists of various convertible notes that were exercisable between August 20, 2020 and December 31, 3023, or until such notes were paid in full.

6. Includes shares of common stock issued upon the conversion of $143,722 in accrued, unpaid interest.

	/s/ Steven H. Madden	08/10/2023
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.