SEC Form 4/A · accession 0001580695-18-000224
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
William Kerby
Officer — Chief Executive Officer · Director
Period of report
Jan 12, 2018
Accepted (ET)
Apr 27, 2018 · 4:58 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 | Jan 12, 2018 | J | 590 | — | A | 1,514,912 | D | |
| Common Stock | Jan 12, 2018 | X | 5,000 | $2.10 | A | 1,519,912 | D | |
| Common StockF1 | holding | — | — | — | 200,000 | I | Through In-Room Retail Systems, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase Warrant | $2.10 | Jan 12, 2018 | X | 5,000 | D | Aug 11, 2017 | Jul 30, 2022 | Common Stock | 5,000 | 20,000 | D |
| Common Stock Warrants | $2.10 | Jan 15, 2018 | J | 5,500 | A | Aug 11, 2017 | Jul 30, 2022 | Common Stock | 5,500 | 25,500 | D |
Explanation of responses
- F1The Reporting Person owns 100% of In-Room Retail Systems, LLC and is deemed to beneficially own the securities held by such entity.
- F2Represents shares of common stock issued to the Reporting Person 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 Reporting Person) 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.
Remarks
This Amended Form 4 corrects the date of earliest transaction and the date and number of shares acquired pursuant to the first transaction disclosed herein. This Amended Form 4 has not been retroactively adjusted to account for the Registrant's 1:2.5 Reverse Stock Split which was affected effective on February 12, 2018.