SEC Form 4/A · accession 0001637187-18-000008
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
PACIFIC GROVE MASTER FUND LP
10% Owner
Period of report
Jan 10, 2018
Accepted (ET)
Feb 8, 2018 · 7:29 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 10, 2018 | J | 20,636 | $0.00 | A | 1,850,213 | I | Pacific Grove Master Fund LP |
| Common StockF1,F2 | Jan 10, 2018 | X | 271,250 | $1.05 | A | 2,121,463 | I | Pacific Grove Master Fund LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants | $1.05 | Jan 10, 2018 | X | 271,250 | D | Jul 31, 2017 | Jul 30, 2022 | Common Stock | 271,250 | 0 | I |
Explanation of responses
- F1The reporting persons are filing this report 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 Pacific Grove Master Fund LP ("Master Fund") for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by Pacific Grove Capital LP ("PGC") as the investment adviser to the Master Fund, by Pacific Grove Capital LLC ("LLC") as PGC's general partner, by Pacific Grove Capital GP LLC ("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 1/26/2018, 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.