Sec Form 3 Filing - Kittrell Grady @ MGT CAPITAL INVESTMENTS, INC. - 2024-11-01

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kittrell Grady 2. Issuer Name and Ticker or Trading Symbol MGT CAPITAL INVESTMENTS, INC. [ MGTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1310 CORDOVA ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2024 (Street) FORT LAUDERDALE, FL33316 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,350,000,000 ( 1 ) I By Project Nickel LLC ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series D Convertible Preferred Stock $ 0 ( 3 ) ( 3 ) Common Stock 650,000,000 I By Project Nickel LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kittrell Grady 1310 CORDOVA ROAD FORT LAUDERDALE, FL33316 X Project Nickel LLC 1310 CORDOVA ROAD FORT LAUDERDALE, FL33316 X DAXvest LLC 1310 CORDOVA ROAD FORT LAUDERDALE, FL33316 X Signatures /s/ Grady D. Kittrell 11/08/2024 Signature of Reporting Person Date /s/ Grady D. Kittrell, Manager, on behalf of Project Nickel LLC 11/08/2024 Signature of Reporting Person Date /s/ Grady D. Kittrell, Sole Member, on behalf of DAXvest LLC 11/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting persons Grady D. Kittrell and DAXvest LLC disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein. ( 2 )These shares are owned directly by Project Nickel LLC, a ten percent owner of the issuer, and indirectly by Grady D. Kittrell, the sole member and manager of DaxVest LLC, the managing member of Project Nickel LLC. Grady D. Kittrell is a ten percent owner of the issuer. ( 3 )Each share of Series D convertible preferred stock is convertible into common stock at any time on a one-for-one thousand basis with noexpiration.

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).

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