Amended Statement of Beneficial Ownership (sc 13d/a)
July 06 2017 - 6:14AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No.2 to
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
MGT
Capital Investments, Inc.
(Name
of issuer)
Common
Stock, Par Value $0.001 Per Share
(Title
of class of securities)
55302P202
(CUSIP
number)
Joseph
DiRenzo, Sr.
15
Johnson Ct.,
E.
Norwich, New York 11732
(Name,
address and telephone number of person authorized to receive notices and communications)
June
19, 2017
(Date
of event which requires filing of this statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
(1)
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Names
of reporting persons
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Joseph
DiRenzo, Sr.
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(2)
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Check
the appropriate box if a member of a group (see instructions)
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(a)
[ ] (b) [ ]
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(3)
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SEC
use only
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(4)
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Source
of funds (see instructions)
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PF
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(5)
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
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(6)
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Citizenship
or place of organization
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United
States
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(7)
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Sole
voting power
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Number
of
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shares
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3,889,879
(1)
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beneficially
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(8)
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Shared
voting power
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owned
by
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each
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(9)
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Sole
dispositive power
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reporting
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person
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3,889,879
(1)
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with:
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(10)
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Shared
dispositive power
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(11)
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Aggregate
amount beneficially owned by each reporting person
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(1)
3,889,879
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(12)
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Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
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(13)
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Percent
of class represented by amount in Row (11)
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9.99%
(Based on 36,047,855 shares outstanding as of May 18, 2017, as reported by the Issuer on its Form 10-Q for the period ending March
31, 2017)
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(14)
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Type
of reporting person (see instructions)
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IN
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(1)
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Represents
(i) 1,000,000 shares of the Issuer’s common stock owned by the reporting person, and (ii) 2,889,879 shares of common
stock issuable upon exercise of certain warrants by the reporting person. Excludes 1,110,121 shares of common stock issuable
upon exercise of certain warrants that contain an ownership limitation such that the holder may not convert any of such securities
to the extent that conversion would result in the holder’s beneficial ownership being in excess of 9.99%. Please see
Item 6 below for a more detailed description of the transaction relating to the ownership of the reporting person.
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Item
1. Security and Issuer
This
Schedule 13D amendment relates to shares of the common stock, $0.001 par value per share, and warrants to purchase common stock,
of MGT Capital Investments, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office
of the Issuer is 512 S. Mangum Street, Suite 408, Durham, NC 27701.
Item
2. Identity and Background
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(a)
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This
statement is being filed by Joseph DiRenzo, Sr. (the “Reporting Person”).
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(b)
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The
Reporting Person’s principal business address is 15 Johnson Ct., E. Norwich, New York 11732.
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(c)
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The
Reporting Person is a private investor.
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(d)
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During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(e)
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Mr.
DiRenzo is a citizen of the United States
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Item
3. Source and Amount of Funds or Other Consideration
All
shares were purchased with the Reporting Person’s personal funds.
Item
4. Purpose of Transaction
All
of the Issuer’s securities owned by the Reporting Person have been acquired for investment purposes only. Except as set
forth above, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required
to be described in Item 4 of Amendment No. 2 to Schedule 13D. The Reporting Person may, at any time, review or reconsider his
positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present
intention of doing so.
Item
5. Interest in Securities of the Issuer
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(a)
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As
of the date hereof, the Reporting Person beneficially owns (i) 1,000,000 shares of the Issuer’s common stock and (ii)
Warrants exercisable for 4,000,000 shares of the Issuer’s common stock issuable upon the exercise of certain warrants
that contain an ownership limitation such that the holder may not convert any of such securities to the extent that conversion
would result in the holder’s beneficial ownership being in excess of 9.99%.
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(b)
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The
Reporting Person is deemed to hold sole voting and dispositive power over the shares of common stock and warrants described
above of the Issuer.
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(c)
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Except
for the transactions described in Item 4 hereof, no transactions in the Issuer’s common stock were effected by the Reporting
Persons during the past 60 days.
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(d)
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To
the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power
to direct the receipt of, dividends from or the proceeds from the sale of the securities reported in Item 5(a).
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On
June 16, 2017, the Reporting Person entered into a Warrant Purchase Agreement (the “Purchase Agreement”) with the
Issuer relating to the issuance and sale of a warrant to purchase 1,000,000 shares of the Company’s common stock, par value
$0.001 per share, with an initial exercise price of $1.25 per share. The warrant is exercisable for a term of three years from
the issuance date. On June 19, 2017, the Reporting Person closed the transaction contemplated by the Purchase Agreement.
Item
7. Material to Be Filed as Exhibits
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
July 5, 2017
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By:
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/s/
Joseph DiRenzo, Sr.
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Joseph
DiRenzo, Sr.
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