SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Galaxy Gaming, Inc. [ GLXZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/06/2019 Z 1,269,161(1) D (1) 1,239,250 D
Common Stock 06/09/2019 M 225,000(2) A (2) 1,464,250 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Option (2) 06/09/2019 M 225,000 (2) (2) Common stock 225,000 (2) 150,000 D
Explanation of Responses:
1. Effective September 22, 2017, Triangulum Partners, LLC ("Triangulum"), entered into a Voting and Dispositive Control Transfer Agreement (the "VDCTA") with the Reporting Person, pursuant to which Triangulum transferred voting and dispositive control over 1,269,161 shares of common stock of Galaxy Gaming, Inc., held by Triangulum. Pursuant to the terms of the VDCTA, upon the expiration of the term of the VDCTA, all control rights, including all voting and dispositive rights, relating to the shares will revert and return to Triangulum. The VDCTA and the transaction are described more fully in a Current Report on Form 8-K filed by Galaxy Gaming, Inc., on September 27, 2017. On May 6, 2019, Galaxy Gaming redeemed all of the shares held by Triangulum, redeeming all shares held under the VDCTA. The redemption is more fully described in a Current Report on Form 8-K filed by Galaxy Gaming, Inc., on May 9, 2019.
2. Options for 37,500 shares granted in each option issuance were previously issued on September 30, 2014 ($0.39 exercise price); December 31, 2014 ($0.39 exercise price); March 31, 2015 ($0.30 exercise price); September 30, 2015 ($0.24 exercise price); March 31, 2016 ($0. 22 exercise price); and June 30, 2016 ($0.31 exercise price). Options were issued in connection with the Reporting Person's service as a consultant to the Issuer's Board of Directors. All options were exercisable on the date of grant and expire five years from the date of grant. This transaction represents an exercise of the referenced options.
/s/ Mark A. Lipparelli 06/11/2019
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.