SEC Form 4 · accession 0001580695-18-000043
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Simon Orange
Director
Period of report
Jan 12, 2018
Accepted (ET)
Jan 16, 2018 · 8:01 pm EST
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,F1 | Jan 12, 2018 | J | 3,020 | — | A | 366,520 | I | Through Charcoal Investment Ltd. |
| Common StockF1 | Jan 15, 2018 | X | 100,000 | $2.00 | A | 466,520 | I | Through Charcoal Investment Ltd. |
| Common Stock | holding | — | — | — | 40,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantsF1 | $2.00 | Jan 15, 2018 | X | 100,000 | D | Jan 26, 2017 | Jan 25, 2020 | Common Stock | 100,000 | 38,000 | I |
| Common Stock WarrantsF1 | $2.10 | Jan 15, 2018 | J | 19,250 | A | Aug 11, 2017 | Jul 30, 2022 | Common Stock | 19,250 | 106,250 | I |
Explanation of responses
- F1The Reporting Person owns 100% of Charcoal Investment Ltd. and is deemed to beneficially own the securities held by such entity.
- F2Represents shares of common stock issued to the Charcoal Investment Ltd. pursuant to the anti-dilution provisions of the Common Stock and Warrant Purchase Agreement entered into between the Issuer and the purchasers named therein (including the Charcoal Investment Ltd.) dated July 31, 2017 (the "Purchase Agreement"), as a result of the Issuer issuing shares of common stock below the $2.00 price per share of the securities sold pursuant to the Purchase Agreement.
- F3Represents warrants to purchase shares of common stock granted by the Issuer as partial liquidated damages for the delay in obtaining an uplisting of the Issuer's common stock to the NASDAQ Capital Market, pursuant to the terms of the Purchase Agreement.