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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3235-0287

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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 * Westerman Howard G JR	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 _____ Officer (give title below)    _____ Other (specify below)
(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		81965	A	(1)	255687	D
Common Stock	11/10/2021		J		81965	D	(1)	255687	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			47600 (5)	(3)	(4)	Common stock	47600	(5)	143431	I	See Footnote (5)

Explanation of Responses:
(1)	Reporting person received an in-kind distribution from PEN Comeback, LLC ("Comeback"), increasing direct holdings and decreasing indirect holdings. Share of indirect holdings also changed to reflect direct ownership of the membership interest in Comeback and because distribution triggered changed allocations under Comeback operating agreement.
(2)	Total includes shares owned directly and indirectly.
(3)	Warrants are presently exercisable.
(4)	Warrants will expire on five different dates: earliest 10/15/2022, and last on 6/27/2023.
(5)	Warrants are all held by Comeback. Reporting person's indirect interest was reduced by 25% under the terms of the Comeback agreement without any action by him. No consideration was paid or received. Totall in column 9 includes options held directly.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Westerman Howard G JR 31601 RESEARCH PARK DR. MADISON HEIGHTS, MI 48071	X

Signatures
/s/ Howard Westerman		11/12/2021
**Signature of Reporting Person		Date