Sec Form 4 Filing - Stingray Group Inc. @ SINGING MACHINE CO INC - 2021-08-10

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 Stingray Group Inc. 2. Issuer Name and Ticker or Trading Symbol SINGING MACHINE CO INC [ SMDM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 730 WELLINGTON STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2021 (Street) MONTREAL, A8H3C 1T4 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.01 par value per share ("Common Shares") 08/10/2021 A 6,666,667 A $ 0.3 ( 1 ) 6,666,667 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 Warrants to purchase Common Shares ("Warrants") $ 0.35 08/10/2021 A 6,666,667 08/10/2021( 4 ) ( 5 ) ( 4 )( 5 ) Common Shares 6,666,667 $ 0.3 ( 1 ) 6,666,667 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stingray Group Inc. 730 WELLINGTON STREET MONTREAL, A8H3C 1T4 X Boyko Eric 730 WELLINGTON STREET MONTREAL, A8H3C 1T4 X Signatures STINGRAY GROUP INC. By: /s/ Eric Boyko Name: Eric Boyko Title: President and Chief Executive Officer 08/11/2021 Signature of Reporting Person Date By: /s/ Eric Boyko ERIC BOYKO 08/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 10, 2021, Stingray Group Inc., a Canadian corporation ("Stingray"), purchased from the Issuer 6,666,667 Common Shares and 6,666,667 Warrants, at a purchase price of $0.30 per Common Share and Warrant. ( 2 )In addition to Stingray, this Form 4 is being jointly filed by Eric Boyko, a Canadian citizen ("Boyko"). As of April 30, 2021, Boyko, indirectly, controlled approximately 57.2% of the combined voting power of Stingray's outstanding shares. ( 3 )After giving effect to the transactions reported on this Form 4, Stingray directly beneficially owns 6,666,667 Common Shares and 6,666,667 Warrants. Boyko indirectly beneficially owns 6,666,667 Common Shares (excluding the Warrants). ( 4 )Each Warrant entitles the holder on exercise to buy one Common Share at a purchase price of $0.35 per share, subject to certain adjustments. The Warrants are currently exercisable and expire on or prior to 5:00 p.m. (New York City time) on the day that is five years from the date that the Securities and Exchange Commission declares effective the registration statement registering the Common Shares underlying the Warrants, except that the ability of the holder to exercise the Warrants is subject to a beneficial ownership limitation initially set at 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of the Warrants. ( 5 )This beneficial ownership limitation may be increased or decreased at the election of the holder, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrants and any increase shall not be effective until the 61st day after notice of adjustment is provided to the Issuer. ( 6 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Boyko disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

Remarks: Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

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).

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