Magic Empire Global Ltd — Major Shareholding Notification 2024

Feb 13, 2024

SC 13D/A 1 formsc13da.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

| MAGIC
EMPIRE GLOBAL LIMITED |
| --- |
| (Name
of Issuer) |
| Ordinary
Shares, US$0.0001 per share |
| (Title
of Class of Securities) |
| G5865E
105 |
| (CUSIP
Number) |
| Lawrence
S. Venick, Esq. Loeb
& Loeb LLP 2206-19
Jardine House 1
Connaught Place, Central Hong
Kong SAR Telephone:
+852-3923-1111 Fax:
+852-3923-1100 |
| (Name,
Address and Telephone Number of Person Authorized to |
| Receive
Notices and Communications) |
| February 9, 2024 |
| (Date
of Event which Requires Filing of this Statement) |

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. G5865E 105 13D Page 2 of 3 Pages

| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| --- | --- | --- |
| | CHEN
Sze Hon Johnson | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) | |
| | (a) | ☐ |
| | (b) | ☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS (see instructions) | |
| | OO | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS | |
| | 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION | |
| | HONG
KONG | |

| | SOLE
VOTING POWER |
| --- | --- |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | |
| | 4,512,194 |
| 8 | SHARED
VOTING POWER |
| | 0 |
| 9 | SOLE
DISPOSITIVE POWER |
| | 4,512,194 |
| 10 | SHARED
DISPOSITIVE POWER |
| | 0 |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| --- | --- | --- |
| | 4,512,194 | |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
| | (see
instructions) | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 22.28 % | |
| 14 | TYPE
OF REPORTING PERSON (see instructions) | |
| | IN | |

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CUSIP No. G5865E 105 13D Page 3 of 3 Pages

EXPLANATORY NOTE: This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is being filed by CHEN Sze Hon Johnson with the Securities and Exchange Commission (the “SEC”) to amend and supplement the original Schedule 13D, dated May 22, 2023 (the “Original Schedule 13D”), amendment No.1 to Schedule 13D, dated June 20, 2023 (the “Amendment No.1”) and amendment No.2 to Schedule 13D, dated October 20, 2023 (the “Amendment No.2”) to report certain material changes to Mr. CHEN’s beneficial ownership since the filing of the statement on Schedule 13D filed. All other information set forth in the Original Schedule 13D, Amendment No.1 and Amendment No.2 remain unchanged. Unless otherwise indicated, all capitalized terms used herein shall have the same meaning ascribed to them in the Original Schedule 13D, Amendment No.1 and Amendment No.2.

Item 5.
(a)	The
responses to Items 11 and 13 of the cover pages to this Amendment No. 3 are incorporated therein.
(b)	The
responses to Items 7 to 10 of the cover pages to this Amendment No. 3 are incorporated therein.
(c)	During the past 60
days, the transactions set forth below were effected for Mr. CHEN’s account at Charles
Schwab in the open market. Each day’s sales comprised open market transactions made on that
day, and the price per share reported for each sale is the weighted average sales price.
Mr. CHEN will provide upon request of the SEC staff the full information regarding the number
of shares sold at each separate price.

| Date
of transaction | | Average
price per share |
| --- | --- | --- |
| 02/05/2023 | 2,400 | $ 0.83 |
| 02/06/2023 | 2,000 | $ 0.82 |
| 02/07/2023 | 23,115 | $ 0.78 |
| 02/08/2023 | 103,579 | $ 0.83 |
| 02/09/2023 | 222,473 | $ 0.93 |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| /s/
CHEN Sze Hon Johnson |
| --- |
| (Name) |
| (Title) |
| February 13, 2024 |
| (Date) |

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