Statement of Changes in Beneficial Ownership (4)
December 16 2015 - 4:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Monaco Donald P
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2. Issuer Name
and
Ticker or Trading Symbol
REALBIZ MEDIA GROUP, INC
[
RBIZ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
201 W. PASSAIC STREET, SUITE 301
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/19/2015
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(Street)
ROCHELLE PARK, NJ 07662
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/30/2015
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11/30/2015
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A
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6000000
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A
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$0.05
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9587302
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I
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See footnote
(1)
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Common Stock
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11/19/2015
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11/19/2015
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A
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1000000
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A
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$0.05
(2)
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3587302
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I
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See footnote
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant
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$0.05
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11/30/2015
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A
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6000000
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11/30/2015
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11/30/2016
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Common Stock
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6000000
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$0.05
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6000000
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I
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See footnote
(1)
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Series C Preferred Stock
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$0.0500
(3)
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8/6/2015
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(4)
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Common Stock
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2000000
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20000
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I
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See footnote
(3)
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Monaker Group, Inc. Convertible Debt
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(5)
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10/28/2014
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10/28/2014
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Common Stock
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19500000
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$975000
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I
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See footnote
(5)
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Monaker Group, Inc. Series A Preferred
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(6)
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1/30/2012
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1/30/2012
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Common Stock
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10750000
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1075000
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I
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See footnote
(6)
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Explanation of Responses:
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(
1)
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Donald P. Monaco is the control person of Monaco Investment Partners, LP, the owner of the above referenced security.
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(
2)
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The Reporting Person agreed to cancel indebtedness under a $50,000 promissory note due to Monaco Investment Partners, LP dated August 28, 2015 and due February 28, 2016 in consideration of the shares
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(
3)
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Mr. Monaco is the control person of Monaco Investment Partners, II, LP, the owner of the Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into that number of shares of common stock as is determined by dividing (A) the stated value ($5) by (B) the conversion price then in effect ($0.05). In addition, the Series C Preferred vote with the common stockholders and ach holder of Series C Preferred Stock is entitled to the number of votes equal to one hundred (100) votes for each share of common stock into which the Series C can be converted. Accordingly, Mr. Monaco's shares of Series C Preferred entitle him to 200 million votes on any matter presented to the holders of common stock for a vote.
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(
4)
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Not applicable.
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(
5)
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Mr. Monaco is the indirect principal of $575,000 Monaker Group, Inc. Convertible Debt directly owned by the Monaco Investment Partners II, LP and $400,000 Monaker Group, Inc. Convertible Debt directly owned by the Donald P Monaco Insurance Trust. Mr. Monaco is the indirect beneficial owner of the aggregate $975,000 of Monaker Group, Inc. Convertible Debt that is convertible into 19,500,000 shares of Common Stock. This Monaker Group, Inc. Convertible Debt is convertible into Series B Preferred stock at $5 per share, which is convertible into100 shares of common stock of the Issuer.
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(
6)
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Mr. Monaco is the indirect principal of (i) 575,000 shares of Monaker Group Inc. Series A Preferred Stock owned directly by the Monaco Investment Partners II, LP and (ii) 500,000 shares of Monaker Group, Inc. Series A Preferred Stock owned directly by the Donald P Monaco Insurance Trust. Mr. Monaco is the indirect beneficial owner of these aggregate 1,075,000 shares of Monaker Group, Inc. Series A Preferred Stock that are convertible into10,750,000 shares of common stock (the "Common Stock") of RealBiz Media Group, Inc. (the "Company"). Each share of Monaker Group, Inc. Series A Preferred Stock is convertible into 10 shares of the Issuer's Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Monaco Donald P
201 W. PASSAIC STREET, SUITE 301
ROCHELLE PARK, NJ 07662
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X
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X
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Signatures
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/s/ Donald P. Monaco
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12/16/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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