SEC Form 4 · accession 0001637187-18-000006
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
PACIFIC GROVE MASTER FUND LP
10% Owner
Period of report
Jan 31, 2018
Accepted (ET)
Jan 31, 2018 · 7:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372183
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F3 | $2.05 | Jan 31, 2018 | X | 192,500 | A | Jan 31, 2018 | Jul 30, 2022 | Common Stock | 192,500 | 192,500 | I |
Explanation of responses
- F1These warrants were issued by the Issuer for no additional consideration to the Master Fund as a result of the liquidated damages of the Common Stock and Warrant Purchase Agreement dated as of July 31, 2017 between the Issuer and the Master Fund.
- F2The reporting persons are Pacific Grove Capital LP ("PGC"), Pacific Grove Capital LLC ("LLC"), Pacific Grove Capital GP LLC ("GP"), Pacific Grove Master Fund LP ("Master Fund") and Robert James Mendola, Jr. PGC is the investment adviser of Master Fund, and LLC is PGC's general partner. GP is the general partner of Master Fund. Mr. Mendola is the control person of PGC, LLC and GP. PGC is filing this Form 4 on behalf of itself and the other reporting persons jointly, but not as a group, and each reporting person expressly disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.
- F3These securities are held directly by Master Fund for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by PGC as the investment adviser to Master Fund, by LLC as PGC's general partner, by GP as the general partner of Master Fund and by Mr. Mendola as the control person of PGC, LLC and GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.