FORM 4
[ ] 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 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 *

Monaco Donald P
2. Issuer Name and Ticker or Trading Symbol

Monaker Group, Inc. [ MKGI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2690 WESTON ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2017
(Street)

WESTON, FL 3331
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/28/2017     J (1)    100000   A $2   805754   I   See foonote   (2) (4)
Common Stock                  906292   I   See footnote   (3) (4)
Common Stock                  20   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Common Stock Warrants   $2   2/28/2017     J   (1)    100000       2/28/2017   2/28/2020   Common Stock   100000     (1) 100000   I   See footenote   (2) (4)

Explanation of Responses:
( 1)  On February 28, 2017, Monaco Investment Partners II, LP ("MI Partners"), purchased 100,000 units, each consisting of one share of common stock and one warrant to purchase one share of common stock, with an exercise price of $2.00 per share, from the Registrant in a private transaction, for an aggregate of $200,000.
( 2)  The securities are beneficially owned by MI Partners. Mr. Monaco is the managing general partner of MI Partners. As such, Mr. Monaco is deemed to beneficially own the securities held by the MI Partners.
( 3)  The securities are beneficially owned by Donald P. Monaco Insurance Trust ("Trust"). Donald P. Monaco, is the trustee of the Trust. As such, Mr. Monaco is deemed to beneficially own the securities held by the Trust.
( 4)  Mr. Monaco disclaims beneficial ownership of all shares held by the Trust and MI Partners in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Monaco Donald P
2690 WESTON ROAD, SUITE 200
WESTON, FL 3331
X X

Monaco Investment Partners II, LP
353 E. LIBERTY DRIVE
WHEATON, IL 60187



Managing General Partner
Donald P. Monaco Insurance Trust
353 E. LIBERTY DRIVE
WHEATON, IL 60187



Trustee

Signatures
/s/ Donald P. Monaco 3/8/2017
** Signature of Reporting Person Date

/s/ Donald P. Monaco, as Trustee of the Donald P. Monaco Insurance Trust 3/8/2017
** Signature of Reporting Person Date

/s/ Donald P. Monaco, as Managing General Partner of Monaco Investment Partners II, LP 3/8/2017
** 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 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.
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