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Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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 APPROVALOMB Number:3235-0287Estimated average burdenhours per response:0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. SeeInstruction 1(b).
1. Name and Address of Reporting Person*Zhang Bing
(Last)(First)(Middle)22ND FLOOR, BLOCK B, XINHUA TECHNOLOGYBUILDING, NO. 8 TUOFANGYING SOUTH ROAD
(Street)CHAOYANG DISTRICT, BEIJING,F4100016
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol 
GLORY STAR NEW MEDIA GROUP HOLDINGS Ltd [ GSMG ]
5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable)XDirectorX10% OwnerXOfficer (give title below)Other (specify below)Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)XForm filed by One Reporting PersonForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares04/22/2020
A
1,846,900(1)A(1)17,066,863I(1)I(1)
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Mr. Bing Zhang is the sole shareholder and director of Happy Starlight Limited, which holds 17,066,863 shares of the Issuer's ordinary shares. The 1,846,900 ordinary shares were issued pursuant to an earnout under the Share Exchange Agreement dated as of September 6, 2019, as amended ("Share Exchange Agreement"), by and among the TKK Symphony Acquisition Corporation, the Issuer's predecessor ("TKK"), Glory Star New Media Group Limited, a Cayman Islands exempted company ("Glory Star"), Glory Star New Media (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise limited liability company incorporated in the People's Republic of China ("PRC") and indirectly wholly-owned by Glory Star, Xing Cui Can International Media (Beijing) Co., Ltd., a limited liability company incorporated in the PRC, Horgos Glory Star Media Co., Ltd., a limited liability company incorporated in the PRC, each of Glory Star's shareholders (collectively, the "Sellers"), TKK Symphony Sponsor 1, TKK's sponsor, in the capacity as the representative from and after the closing of the Business Combination for TKK's shareholders other than the Sellers, and Bing Zhang, in the capacity as the representative for the Sellers thereunder, pursuant to which the Issuer acquired 100% of the equity interests of Glory Star from the Sellers.

/s/ Bing Zhang04/24/2020

** Signature of Reporting PersonDate
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.