SEC Form 4/A · accession 0001437749-16-025125
VERUS INTERNATIONAL, INC. · VRUS
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 owner
Donald P Monaco
Director · 10% Owner
Period of report
Nov 19, 2015
Accepted (ET)
Feb 10, 2016 · 8:38 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 |
| Monaker Group, Inc. Convertible DebtF6 | — | Nov 20, 2015 | M | — | D | — | — | Common Stock | — | 0 | I |
| Series C Preferred StockF3,F4 | $0.05 | holding | — | — | — | Aug 6, 2015 | — | Common Stock | 2,000,000 | 20,000 | I |
| Monaker Group, Inc. Series A PreferredF5 | — | holding | — | — | — | Jan 30, 2012 | 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.
- F2The Reporting Person agreed to cancel indebtedness under a $50,000 promissory note 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 (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.
- F6The Amendment is being filed to report the retirement of the Monaker Group Inc. Convertible Debt on November 20, 2015. This debt by its terms was convertible into either (i) Monaker Group, Inc. securities OR (ii) series B Preferred Stock of the Issuer which was ultimately convertible into 19.5 million shares of the Issuer's common stock. The reporting person converted this debt into securities of Monaker Group, Inc. on November 20, 2015 and accordingly no shares of the Issure's stock were issued upon such conversion and retirement.