Bryan S. Barnhart - Jul 7, 2023 Form 4 Insider Report for SMG Industries Inc. (SMGI)

Role: Chief Executive Officer, Director
Signature: /s/ Bryan S. Barnhart
Stock symbol: SMGI
Transactions as of: Jul 7, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/19/2023, 06:01 PM
Next filing: Oct 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SMGI	Common Stock, par value $.001	Award		+38.5M			38.5M	Jul 7, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SMGI	5% Series C Convertible Preferred Stock	Award		+250			250	Jul 7, 2023	Common Stock	250	$0.25	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received in exchange for, either directly or by merger, all of the membership interests of: (i) Barnhart Fleet Maintenance, LLC, a Pennsylvania limited liability company, (ii) Barnhart Transportation, LLC, a Pennsylvania limited liability company, (iii) Lake Shore Global Solutions LLC, a Pennsylvania limited liability company, (iv) Lake Shore Logistics, LLC, a Pennsylvania limited liability company, (v) Legend Equipment Leasing, LLC, a Pennsylvania limited liability company, and (vi) Route 20 Tank Wash LLC, a Pennsylvania limited liability company (collectively, the "Acquisition"), pursuant to a transaction agreement by and among the Company, Bryan S. Barnhart, Timothy W. Barnhart, Timothy W. Barnhart, as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust, and certain affiliates. On the effective date of the Acquisition, the closing price of the Company's common stock was $0.1860 per share.
F2	To the extent not already converted on the 24-month anniversary of the closing of the Acquisition, 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.

Content

Received in exchange for, either directly or by merger, all of the membership interests of: (i) Barnhart Fleet Maintenance, LLC, a Pennsylvania limited liability company, (ii) Barnhart Transportation, LLC, a Pennsylvania limited liability company, (iii) Lake Shore Global Solutions LLC, a Pennsylvania limited liability company, (iv) Lake Shore Logistics, LLC, a Pennsylvania limited liability company, (v) Legend Equipment Leasing, LLC, a Pennsylvania limited liability company, and (vi) Route 20 Tank Wash LLC, a Pennsylvania limited liability company (collectively, the "Acquisition"), pursuant to a transaction agreement by and among the Company, Bryan S. Barnhart, Timothy W. Barnhart, Timothy W. Barnhart, as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust, and certain affiliates. On the effective date of the Acquisition, the closing price of the Company's common stock was $0.1860 per share.

To the extent not already converted on the 24-month anniversary of the closing of the Acquisition, 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.