SEC Form 4 · accession 0001580695-18-000226
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 29, 2018
Accepted (ET)
Apr 27, 2018 · 5:00 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 StockF4,F1,F2 | Jan 29, 2018 | J | 72 | — | A | 823,215 | I | Through the Donald P.Monaco Insurance Trust |
| Common StockF4,F1,F2 | Mar 1, 2018 | J | 259 | — | A | 823,474 | I | Through the Donald P.Monaco Insurance Trust |
| Common StockF2,F3 | holding | — | — | — | 822,302 | I | Through Monaco Investment Partners II, LP | |
| Common Stock | holding | — | — | — | 8 | 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 WarrantsF5,F1,F2,F6 | $5.09 | Feb 22, 2018 | J | 17,850 | A | Aug 11, 2017 | Jul 30, 2022 | Common Stock | 17,850 | 35,750 | 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 original $5.00 per share of the securities sold pursuant to the Purchase Agreement.
- F5Represents warrants to purchase shares of common stock granted by the Issuer (less grants previously disclosed) as partial liquidated damages for the delay, through February 22, 2018, in obtaining an uplisting of the Issuer's common stock to the NASDAQ Capital Market (which occurred on February 22, 2018), pursuant to the terms of the Purchase Agreement.
- F6Pursuant to the anti-dilution provisions of the Purchase Agreement, the exercise price of all of the un-exercised warrants previously granted to the purchasers and the agent in the offering were automatically reduced to $5.09 per share.