Statement of Changes in Beneficial Ownership (4)
August 15 2017 - 3:54PM
Edgar (US Regulatory)
FORM 4
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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
Monaker Group, Inc.
[
MKGI
]
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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)
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)
___ Form filed by One Reporting Person
_
X
_ 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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1000000
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A
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(2)
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1906292
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I
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Through the Donald P. Monaco Insurance Trust
(4)
(5)
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Common Stock
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8/3/2017
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J
(2)
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1150000
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A
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(2)
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1955754
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I
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Through Monaco Investment Partners II, LP
(3)
(5)
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Common Stock
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8/11/2017
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P
(1)
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87500
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A
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$2.00
(1)
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1993792
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I
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Through the Donald P. Monaco Insurance Trust
(4)
(5)
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Common Stock
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20
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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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1000000
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(2)
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(2)
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Common Stock
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1000000
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(2)
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0
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I
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Through the Donald P. Monaco Insurance Trust
(4)
(5)
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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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1150000
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(2)
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(2)
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Common Stock
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1150000
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(2)
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0
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I
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Through Monaco Investment Partners II, LP
(3)
(5)
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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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87500
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8/11/2017
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7/30/2022
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Common Stock
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87500
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(1)
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87500
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I
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Through the Donald P. Monaco Insurance Trust
(4)
(5)
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Explanation of Responses:
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(1)
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Effective on August 11, 2017, the Reporting Person (through the Trust (defined below)), purchased 87,500 shares of common stock of the Issuer and warrants to acquire 87,500 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 1,075,000 shares of the Issuer's Series A 10% Cumulative Convertible Preferred Stock ("Series A Preferred Stock") (including 575,000 shares held by MI Partners (defined below) and 500,000 shares held by the Trust (defined below)), on a 2-for-1 basis (as provided by the current terms of the Series A Preferred Stock), into 2,150,000 shares of common stock.
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(3)
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The securities are beneficially owned by Monaco Investment Partners II, LP ("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.
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(4)
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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.
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(5)
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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.
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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
2690 WESTON ROAD, SUITE 200
WESTON, FL 33331
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X
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X
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Monaco Investment Partners II, LP
353 E. LIBERTY DRIVE
WHEATON, IL 60187
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Managing General
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Donald P. Monaco Insurance Trust
353 E. LIBERTY DRIVE
WHEATON, IL 60187
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Trustee
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Signatures
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/s/ Donald P. Monaco
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8/15/2017
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**
Signature of Reporting Person
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Date
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/s/ Donald P. Monaco, as Trustee of the Donald P. Monaco Insurance Trust
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8/15/2017
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**
Signature of Reporting Person
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Date
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/s/ Donald P. Monaco, as Managing General Partner of Monaco Investment Partners II, LP
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8/15/2017
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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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