SEC Form 4 · accession 0001580695-17-000382
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Donald P Monaco
Director · 10% Owner
Period of report
Aug 3, 2017
Accepted (ET)
Aug 15, 2017 · 3:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372183
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F4,F5 | Aug 3, 2017 | J | 1,000,000 | — | A | 1,906,292 | I | Through the Donald P. Monaco Insurance Trust |
| Common StockF2,F3,F5 | Aug 3, 2017 | J | 1,150,000 | — | A | 1,955,754 | I | Through Monaco Investment Partners II, LP |
| Common StockF1,F4,F5 | Aug 11, 2017 | P | 87,500 | $2.00 | A | 1,993,792 | I | Through the Donald P. Monaco Insurance Trust |
| Common Stock | holding | — | — | — | 20 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F4,F5 | — | Aug 3, 2017 | J | 1,000,000 | A | — | — | Common Stock | 1,000,000 | 0 | I |
| Series A Preferred StockF2,F3,F5 | — | Aug 3, 2017 | J | 1,150,000 | A | — | — | Common Stock | 1,150,000 | 0 | I |
| Common Stock Purchase WarrantF1,F4,F5 | $2.10 | Aug 11, 2017 | P | 87,500 | A | Aug 11, 2017 | Jul 30, 2022 | Common Stock | 87,500 | 87,500 | I |
Explanation of responses
- F1Effective 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).
- F2Effective 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.
- F3The 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.
- F4The 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.
- F5Mr. 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.