Statement of Changes in Beneficial Ownership (4)
August 14 2017 - 5:44PM
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
*
KERBY WILLIAM
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2. Issuer Name
and
Ticker or Trading Symbol
Monaker Group, Inc.
[
MKGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
2690 WESTON ROAD, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/3/2017
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(Street)
WESTON, FL 33331
(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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8/3/2017
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J
(2)
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1389222
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A
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(2)
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1489322
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D
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Common Stock
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8/3/2017
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J
(2)
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200000
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A
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(2)
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200000
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I
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Through In-Room Retail Systems, LLC
(3)
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Common Stock
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8/11/2017
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P
(1)
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25000
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A
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$2.00
(1)
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1514322
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D
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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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Series A Preferred Stock
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(2)
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8/3/2017
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J
(2)
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1389222
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(2)
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(2)
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Common Stock
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1389222
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(2)
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0
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D
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Series A Preferred Stock
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(2)
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8/3/2017
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J
(2)
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200000
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(2)
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(2)
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Common Stock
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200000
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(2)
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0
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I
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Through In-Room Retail Systems, LLC
(3)
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Common Stock Purchase Warrant
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$2.10
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8/11/2017
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P
(1)
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25000
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8/11/2017
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7/30/2022
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Common Stock
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25000
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(1)
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25000
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D
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Explanation of Responses:
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(1)
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Effective on August 11, 2017, the Reporting Person purchased 25,000 shares of common stock of the Issuer and warrants to acquire 25,000 shares of common stock of the Issuer with an exercise price of $2.10 per share, from the Issuer, for the purchase price of $2.00 per unit (one share and one warrant).
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(2)
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Effective on August 3, 2017, the Reporting Person converted 794,611 shares of the Issuer's Series A 10% Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), on a 2-for-1 basis (as provided by the current terms of the Series A Preferred Stock), into 1,589,222 shares of common stock (including 100,000 shares of Series A Preferred Stock converted by an entity controlled by the Reporting Person).
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(3)
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The Reporting Person owns 100% of In-Room Retail Systems, LLC and is deemed to beneficially own the securities held by such entity.
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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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KERBY WILLIAM
2690 WESTON ROAD, SUITE 200
WESTON, FL 33331
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X
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Chief Executive Officer
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Signatures
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/s/ William Kerby
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8/14/2017
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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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