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 *

Pacific Grove Capital LP
2. Issuer Name and Ticker or Trading Symbol

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

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

580 CALIFORNIA STREET, SUITE 1925
3. Date of Earliest Transaction (MM/DD/YYYY)

1/10/2018
(Street)

SAN FRANCISCO, CA 94104
(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   1/10/2018     P (3)    20636   A $0   1829577   I   Pacific Grove Master Fund LP   (1) (2)

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
Warrants   $1.05   1/10/2018     X   (3)       271250    7/31/2017   7/30/2022   Common Stock   271250   $0   0   I   Pacific Grove Master Fund LP   (1) (2)

Explanation of Responses:
(1)  The reporting persons are Pacific Grove Capital LP ("PGC"), Pacific Grove Capital LLC ("LLC"), Pacific Grove Capital GP LLC ("GP"), Pacific Grove Master Fund LP ("Master Fund") and Robert James Mendola, Jr. PGC is the investment adviser of Master Fund, and LLC is PGC's general partner. GP is the general partner of Master Fund. Mr. Mendola is the control person of PGC, LLC and GP. PGC is filing this Form 4 on behalf of itself and the other reporting persons jointly, but not as a group, and each reporting person expressly disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.
(2)  These securities are held directly by Master Fund for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by PGC as the investment adviser to Master Fund, by LLC as PGC's general partner, by GP as the general partner of Master Fund and by Mr. Mendola as the control person of PGC, LLC and GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(3)  As a result of the transactions described in Item 3 of the reporting persons' Schedule 13D, Amendment 1, filed on the same date as this Form 4, these shares were issued by the Issuer for no additional consideration to the Master Fund as a result of the anti-dilution provisions of the Common Stock and Warrant Purchase Agreement dated as of July 31, 2017 between the Issuer and the Master Fund.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pacific Grove Capital LP
580 CALIFORNIA STREET
SUITE 1925
SAN FRANCISCO, CA 94104



Adviser of 10% Owner
PACIFIC GROVE CAPITAL LLC
580 CALIFORNIA STREET
SUITE 1925
SAN FRANCISCO, CA 94104



GP of Adviser of 10% Owner
PACIFIC GROVE CAPITAL GP LLC
580 CALIFORNIA STREET
SUITE 1925
SAN FRANCISCO, CA 94104



GP of 10% Owner
PACIFIC GROVE MASTER FUND LP
WALKERS CORPORATE LIMITED
CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9008

X

MENDOLA ROBERT JAMES JR
580 CALIFORNIA STREET
SUITE 1925
SAN FRANCISCO, CA 94104



Control Person of Adviser

Signatures
Pacific Grove Capital LP 1/26/2018
** Signature of Reporting Person Date

Pacific Grove Capital LLC 1/26/2018
** Signature of Reporting Person Date

Pacific Grove Capital GP LLC 1/26/2018
** Signature of Reporting Person Date

Pacific Grove Master Fund LP 1/26/2018
** Signature of Reporting Person Date

/s/ Robert James Mendola, Jr. 1/26/2018
** 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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