SEC Form 5 · accession 0001437749-15-022214
VERUS INTERNATIONAL, INC. · VRUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald P Monaco
Director · 10% Owner
Period of report
Oct 31, 2015
Accepted (ET)
Dec 14, 2015 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001430523
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 15, 2015 | A | 1,587,302 | $0.063 | A | 2,587,302 | I | See footnote |
| Common StockF1 | Aug 28, 2015 | A | 1,000,000 | $0.05 | A | 2,587,302 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF4,F2,F3 | $0.05 | Aug 6, 2015 | A | 20,000 | A | Aug 6, 2015 | — | Common Stock | 2,000,000 | 20,000 | I |
| Monaker Group, Inc. Convertible DebtF4,F5,F3 | — | Aug 6, 2015 | M | — | D | Oct 28, 2014 | — | Common Stock | 19,500,000 | — | I |
| Monaker Group, Inc. Convertible DebtF5,F3 | — | Jan 30, 2015 | M | — | D | Oct 28, 2014 | — | Common Stock | 19,500,000 | — | I |
| Monaker Group, Inc. Series A Preferred StockF6,F3 | — | holding | — | — | — | Jan 30, 2012 | — | Common Stock | 10,750,000 | 1,075,000 | I |
Explanation of responses
- F1Donald P. Monaco is the owner and control person of Monaco Investment Partners, LP, the owner of the above referenced security.
- F2Mr. Monaco is the control person of Monaco Investment Partners II, LP, the owner of the Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into that number of shares of common stock as is determined by dividing (A) the stated value ($5) by (B) the conversion price then in effect ($0.05). In addition, the Series C Preferred vote with the common stockholders and each holder of Series C Preferred Stock is entitled to the number of votes equal to one hundred (100) votes for each share of common stock into which the Series C can be converted. Accordingly, Mr. Monaco's shares of Series C Preferred entitle him to 200 million votes on any matter presented to the holders of common stock for a vote.
- F3Not applicable.
- F4Mr. Monaco cancelled $100,000 of the Monaker Group, Inc. convertible debt in consideration of the 20,000 shares of Series C Preferred Stock received by him.
- F5Mr. Monaco is the indirect principal of (i) $575,000 Monaker Group, Inc. Convertible Debt directly owned by the Monaco Investment Partners II, LP and (ii) $400,000 Monaker Group, Inc. Convertible Debt directly owned by the Donald P Monaco Insurance Trust. Mr. Monaco is the indirect beneficial owner of the aggregate $975,000 of Monaker Group, Inc. Convertible Debt that is convertible into 19,500,000 shares of Common Stock. This Monaker Group, Inc. Convertible Debt is convertible into Series B Preferred stock at $5 per share, which is convertible into 100 shares of Common Stock.
- F6Mr. Monaco is the indirect principal of (i) 575,000 shares of Monaker Group, Inc. Series A Preferred Stock owned directly by the Monaco Investment Partners II, LP and (ii) 500,000 shares of Monaker Group, Inc. Series A Preferred Stock owned directly by the Donald P Monaco Insurance Trust. Mr. Monaco is the indirect beneficial owner of these aggregate 1,075,000 shares of Monaker Group, Inc. Interactive, Inc. Series A Preferred Stock that are convertible into10,750,000 shares of common stock (the "Common Stock") of RealBiz Media Group, Inc. (the "Company"). Each share of Monaker Group, Inc. Series A Preferred Stock is convertible into 10 shares of the Company's Common Stock.