SEC Form 4 · accession 0001437749-15-022381
VERUS INTERNATIONAL, INC. · VRUS
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 owner
Donald P Monaco
Director · 10% Owner
Period of report
Nov 19, 2015
Accepted (ET)
Dec 16, 2015 · 4:36 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 | Nov 30, 2015 | A | 6,000,000 | $0.05 | A | 9,587,302 | I | See footnote |
| Common StockF2,F1 | Nov 19, 2015 | A | 1,000,000 | $0.05 | A | 3,587,302 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1 | $0.05 | Nov 30, 2015 | A | 6,000,000 | A | Nov 30, 2015 | Nov 30, 2016 | Common Stock | 6,000,000 | 6,000,000 | I |
| Series C Preferred StockF3,F4 | $0.05 | holding | — | — | — | Aug 6, 2015 | — | Common Stock | 2,000,000 | 20,000 | I |
| Monaker Group, Inc. Convertible DebtF5 | — | holding | — | — | — | Oct 28, 2014 | Oct 28, 2014 | Common Stock | 19,500,000 | — | I |
| Monaker Group, Inc. Series A PreferredF6 | — | holding | — | — | — | Jan 30, 2012 | Jan 30, 2012 | Common Stock | 10,750,000 | 1,075,000 | I |
Explanation of responses
- F1Donald P. Monaco is the control person of Monaco Investment Partners, LP, the owner of the above referenced security.
- F2The Reporting Person agreed to cancel indebtedness under a $50,000 promissory note due to Monaco Investment Partners, LP dated August 28, 2015 and due February 28, 2016 in consideration of the shares
- F3Mr. 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 ach 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.
- F4Not applicable.
- F5Mr. Monaco is the indirect principal of $575,000 Monaker Group, Inc. Convertible Debt directly owned by the Monaco Investment Partners II, LP and $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 into100 shares of common stock of the Issuer.
- 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. 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 Issuer's Common Stock.