SEC Form 4 · accession 0001580695-16-000860
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 15, 2015 | J | 620,000 | $6.20 | A | 24,048 | D | |
| Common Stock | Nov 9, 2015 | J | 60,000 | $2.50 | A | 644,048 | D | |
| Common Stock | Nov 10, 2015 | P | 20,000 | $2.50 | A | 704,048 | D | |
| Common Stock | Feb 26, 2016 | J | 750,000 | $2.00 | A | 724,048 | D | |
| Common Stock | Mar 17, 2016 | P | 24,000 | $2.50 | A | 1,474,048 | D | |
| Common Stock | Nov 10, 2016 | P | 114,770 | $0.87 | A | 1,588,818 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF5,F6 | $5.00 | May 15, 2015 | J | 15,000 | A | — | — | Common Stock | 300 | 30,000 | D |
| Warrants to Purchase Common StockF1,F9 | $0.50 | May 15, 2015 | J | 30,000 | A | May 15, 2015 | May 14, 2016 | Common Stock | 30,000 | 30,000 | D |
| Series B Convertible Preferred StockF2,F6 | $2.50 | Nov 9, 2015 | J | 30,000 | D | — | — | Common Stock | 60,000 | 0 | D |
| Warrants to Purchase Common StockF4,F9 | $2.50 | Nov 10, 2015 | J | 20,000 | A | Nov 10, 2015 | Nov 9, 2016 | Common Stock | 20,000 | 20,000 | D |
| Convertible Promissory NoteF1,F6 | $2.00 | Feb 26, 2016 | J | 1 | D | — | — | Common Stock | 750,000 | 0 | D |
| Warrants to Purchase Common StockF7,F9 | $0.25 | Mar 17, 2016 | J | 48,000 | A | Mar 21, 2016 | Apr 10, 2016 | Common Stock | 48,000 | 30,000 | D |
Explanation of responses
- F1On May 15, 2015, the Reporting Person converted $3,844,000 owed under a convertible promissory note into 620,000 shares of common stock of the Issuer and was granted warrants to purchase 30,000 shares of common stock as additional consideration for agreeing to such conversion.
- F2On November 9, 2015, the Reporting Person converted 30,000 shares of Series B Convertible Preferred Stock of the Issuer into 60,000 shares of common stock.
- F3On February 26, 2016, the Reporting Person converted $1,500,000 owed under a convertible promissory note into 750,000 shares of common stock of the Issuer.
- F4On November 10, 2015, the Reporting Person purchased 20,000 shares of common stock and was granted warrants to purchase 20,000 shares of common stock as additional consideration for agreeing to such purchase.
- F5On May 15, 2015, the Reporting Person purchased 15,000 shares of Series B Preferred at $5.00 per share.
- F6Not applicable.
- F7March 17, 2016, the Reporting Person purchased 24,000 shares of common stock and was granted warrants to purchase 48,000 shares of common stock as additional consideration for agreeing to such purchase.
- F8On November 11, 2016, the Reporting Person purchased 114,770 shares of common stock at $0.87 per share.
- F9Expired as of the date of this report.
Remarks
The Reporting Person was previously a Section 16 reporting person of the Issuer from February 28, 2010 until March 24, 2011 (when he resigned as a member of the Board of Directors of the Issuer), provided the Reporting Person never filed a Form 4 or Form 5 reporting his status as a non-Section 16 reporting person. The Reporting Person became a Section 16 reporting person of the Issuer again on May 15, 2015. This Form 4 only includes transactions of the Reporting Person relating to the Issuer from May 15, 2015 to present. In addition to the above, the Reporting Person holds $1,409,326 in outstanding convertible promissory notes, which convert into common stock of the Issuer, at the option of the holder, at a conversion price of $0.50 per share, and may be converted into common stock at the option of the Issuer, at any time, at an 80% discount to the five day average closing price of the Issuer's common stock prior to conversion.