FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Iroquois Capital Management, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/29/2014 

3. Issuer Name and Ticker or Trading Symbol

MGT CAPITAL INVESTMENTS INC [MGT]

(Last)        (First)        (Middle)

641 LEXINGTON AVENUE, 26TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK,, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.001 Par Value   (1) 48738   I   By Iroquois Capital Management, LLC   (2)
Common Stock, $0.001 Par Value   (1) 990358   I   By Iroquois Master Fund Ltd.   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This Form 3 is filed jointly by Iroquois Capital Management, LLC ("Iroquois"), Iroquois Master Fund Ltd. ("Iroquois Master Fund") and Joshua Silverman (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 2)  Shares of Common Stock beneficially owned by Iroquois. Mr. Silverman, as a managing member of Iroquois, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois.
( 3)  Shares of Common Stock beneficially owned by Iroquois Master Fund. Iroquois, as the investment adviser of Iroquois Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois Master Fund. Mr. Silverman, as a managing member of Iroquois, the investment adviser of Iroquois Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois Master Fund.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Iroquois Capital Management, LLC
641 LEXINGTON AVENUE
26TH FLOOR
NEW YORK,, NY 10022

X

IROQUOIS MASTER FUND LTD.
641 LEXINGTON AVENUE
26TH FLOOR
NEW YORK, NY 10022

X

Silverman Joshua
641 LEXINGTON AVENUE
26TH FLOOR
NEW YORK, NY 10022

X


Signatures
Iroquois Capital Management, LLC.; By: /s/ Joshua Silverman, Authorized Signatory 10/9/2014
** Signature of Reporting Person Date

Iroquois Master Fund Ltd.; By: /s/ Joshua Silverman, Authorized Signatory 10/9/2014
** Signature of Reporting Person Date

By /s/ Joshua Silverman 10/9/2014
** 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 5(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 control number.
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