SEC Form 4 · accession 0001637187-18-000007
Monaker Group, Inc. · MKGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
PACIFIC GROVE MASTER FUND LP
10% Owner
Period of report
Jan 10, 2018
Accepted (ET)
Feb 8, 2018 · 1:40 pm EST
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 StockF1,F2 | Jan 29, 2018 | X | 1,800 | $0.00 | A | 2,123,263 | I | Pacific Grove Master Fund LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F2These 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.
- F3As a result of the transactions described in Item 3 of the reporting persons' Schedule 13D, Amendment 1, filed on the same date as this Form 4, these shares were issued by the Issuer for no additional consideration to the Master Fund as a result of the anti-dilution provisions of the Common Stock and Warrant Purchase Agreement dated as of July 31, 2017 between the Issuer and the Master Fund.