SEC Form 4 · accession 0001580695-18-000227
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Kerby
Officer — Chief Executive Officer · Director
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 StockF2 | Jan 29, 2018 | J | 21 | — | A | 607,986 | D | |
| Common StockF2 | Mar 1, 2018 | J | 74 | — | A | 608,060 | D | |
| Common StockF1 | holding | — | — | — | 80,000 | 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 WarrantsF3,F4 | $5.09 | Feb 22, 2018 | J | 5,100 | A | Aug 11, 2017 | Jul 30, 2022 | Common Stock | 5,100 | 15,300 | D |
Explanation of responses
- F1The Reporting Person owns 100% of In-Room Systems, LLC and is deemed to beneficially own the secruties held by such entitity.
- 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 original $5.00 price per share of the securities sold pursuant to the Purchase Agreement.
- F3Represents warrants to purchase shares of common stock granted by the Issuer (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.
- F4Pursuant 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.