SEC Form 4/A · accession 0001580695-18-000225

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 owners

Donald P Monaco

Director · 10% Owner

Monaco Investment Partners II, LP

10% Owner

Donald P. Monaco Insurance Trust

10% Owner

Period of report

Jan 10, 2018

Accepted (ET)

Apr 27, 2018 · 4:59 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 Stock^F4,F1,F2	Jan 10, 2018	J	2,065	—	A	1,995,857	I	Through the Donald P. Monaco Insurance Trust
Common Stock^F2,F3	Jan 12, 2018	X	47,500	$2.00	A	2,055,754	I	Through Monaco Investment Partners II, LP
Common Stock^F1,F2	Jan 12, 2018	X	62,000	$2.10	A	2,057,857	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
Common Stock Warrants^F2,F3	$2.00	Jan 12, 2018	X	47,500	D	Feb 28, 2017	Feb 27, 2020	Common Stock	47,500	0	I
Common Stock Warrants^F1,F2	$2.10	Jan 12, 2018	X	62,000	D	Aug 11, 2017	Jul 30, 2022	Common Stock	62,000	25,500	I
Common Stock Warrants^F1,F2	$2.10	Jan 15, 2018	J	19,250	A	Aug 11, 2017	Jul 30, 2022	Common Stock	19,250	44,750	I

Explanation of responses

F1The 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.
F2Mr. Monaco disclaims beneficial ownership of all shares held by the Trust and Monaco Investment Partners II, LP ("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.
F3Securities are beneficially owned by 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.
F4Represents shares of common stock issued to the Trust 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 Trust) 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.
F5Represents warrants to purchase shares of common stock granted by the Issuer as partial liquidated damages for the delay in obtaining an uplisting for 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.