SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Iroquois Capital Management, LLC (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK, NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2014	3. Issuer Name and Ticker or Trading Symbol MGT CAPITAL INVESTMENTS INC [ MGT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 Par Value(1)	48,738	I	By Iroquois Capital Management, LLC(2)
Common Stock, $0.001 Par Value(1)	990,358	I	By Iroquois Master Fund Ltd.(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Iroquois Capital Management, LLC (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK, NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* IROQUOIS MASTER FUND LTD. (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Silverman Joshua (Last) (First) (Middle) 641 LEXINGTON AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by Iroquois Capital Management, LLC ("Iroquois"), Iroquois Master Fund Ltd. ("Iroquois Master Fund") and Joshua Silverman (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

2. Shares of Common Stock beneficially owned by Iroquois. Mr. Silverman, as a managing member of Iroquois, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois.

3. Shares of Common Stock beneficially owned by Iroquois Master Fund. Iroquois, as the investment adviser of Iroquois Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois Master Fund. Mr. Silverman, as a managing member of Iroquois, the investment adviser of Iroquois Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois Master Fund.

	Iroquois Capital Management, LLC.; By: /s/ Joshua Silverman, Authorized Signatory	10/09/2014
	Iroquois Master Fund Ltd.; By: /s/ Joshua Silverman, Authorized Signatory	10/09/2014
	By /s/ Joshua Silverman	10/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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