Sec Form 4 Filing - Madden Steven H @ SMG Industries Inc. - 2021-11-14

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Madden Steven H 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 (Last) (First) (Middle) 9821 KATY PKWY #880 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2021 (Street) HOUSTON, TX77024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,515,118 D Common Stock, par value $.001 12/14/2021 P 375,000 A 6,890,118 D Common Stock, par value $.001 12/23/2021 P 375,000 A 7,265,118 D Common Stock, par value $.001 12/31/2021 P 194,108 A 7,459,236 D Common Stock, par value $.001 02/11/2022 P 142,538 A 7,601,764 D Common Stock, par value $.001 02/14/2022 P 375,000 A 7,976,764 D Common Stock, par value $.001 03/03/2022 P 675,000 A 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 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 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madden Steven H 9821 KATY PKWY #880 HOUSTON, TX77024 X X Chief Transition Officer Signatures /s/ Steven H. Madden 05/19/2022 Signature of Reporting Person Date

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.

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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