Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Berman Tom J.	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                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) 31601 RESEARCH PARK DR.	3. Date of Earliest Transaction (MM/DD/YYYY) 11/10/2021
(Street) MADISON HEIGHTS, MI 48071 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	11/10/2021		J		48349	A	(1)	385255	D
Common Stock	11/10/2021		J		48349	D	(1)	385255	I	See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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	$1.50	11/10/2021		J		481435		(3)	(4)	Common stock	481435	(5)	3389191	I	See Footnote (5)

Explanation of Responses:
(1)	Reporting person received an in-kind distribution from PEN Comeback, LLC ("Comeback") and from PEN Comeback 2, LLC ("Comeback 2"), increasing direct holdings and decreasing indirect holdings. Share of indirect holdings also changed because distribution triggered changed allocations under the Comeback and Comeback 2 operating agreements.
(2)	Total includes shares owned directly and indirectly.
(3)	Warrants are presently exercisable
(4)	Warrants held by Comeback will expire on five different dates: earliest on 10/15/2022, and last on 6/27/2023. Warrants held by Comeback 2 will expire on six different dates: earliest on 9/6/2023, and last on 3/26/2024.
(5)	Indirect interest in stock and warrants held by Comeback and Comeback 2 changed as a result of distributions reflected in Table I that allow reporting person to share in carried interest. No consideration was paid or received. Total in column 7 of Table 1 and column 11 of Table II include securities held directly and indirectly.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Berman Tom J. 31601 RESEARCH PARK DR. MADISON HEIGHTS, MI 48071	X		President & CEO

Signatures
/s/ Tom J. Berman		11/12/2021
**Signature of Reporting Person		Date