SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Elutions, Inc.

(Last) (First) (Middle)
601 EAST TWIGGS STREET

(Street)
TAMPA FL 33602

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MANAGEMENT NETWORK GROUP, INC. [ TMNG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.005 par value 03/18/2014 P 609,756 A $3.28 (1) 609,756 D
Common Stock, $.005 par value 609,756 I See footnote (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant (right to buy) (1) $3.28 03/18/2014 P 996,544 03/18/2014 03/18/2020 Common Stock, $.005 par value 996,544 (1) 996,544 D
Common Stock Purchase Warrant (right to buy) (1) $3.28 03/18/2014 03/18/2020 Common Stock, $.005 par value 996,544 996,544 I See footnote (2)
1. Name and Address of Reporting Person*
Elutions, Inc.

(Last) (First) (Middle)
601 EAST TWIGGS STREET

(Street)
TAMPA FL 33602

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Engage Networks, Inc.

(Last) (First) (Middle)
C/O ELUTIONS, INC.
601 EAST TWIGGS STREET

(Street)
TAMPA FL 33602

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Astra Family Holdings, LLC

(Last) (First) (Middle)
C/O ELUTIONS, INC.
601 EAST TWIGGS STREET

(Street)
TAMPA FL 33602

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Leventi Irrevocable Trust

(Last) (First) (Middle)
C/O ELUTIONS, INC.
601 EAST TWIGGS STREET

(Street)
TAMPA FL 33602

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Doucas Elizabeth

(Last) (First) (Middle)
C/O ELUTIONS, INC.
601 EAST TWIGGS STREET

(Street)
TAMPA FL 33602

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Doucas William

(Last) (First) (Middle)
C/O ELUTIONS, INC.
601 EAST TWIGGS STREET

(Street)
TAMPA FL 33602

(City) (State) (Zip)
Explanation of Responses:
1. On March 18, 2014, pursuant to the Investment Agreement, dated as of February 25, 2014 (the "Investment Agreement"), between Elutions, Inc. ("Elutions") and The Management Network Group, Inc. (the "Issuer"), (i) Elutions acquired 609,756 shares (the "Shares") of Common Stock, $.005 par value ("Common Stock") of the Issuer at a price of $3.28 per share, for an aggregate purchase price of $2,000,000 and (ii) a subsidiary of Elutions purchased at par and the Issuer's subsidiary, Cartesian Limited, issued a non-convertible promissory note (the "Note") payable to such subsidiary in an aggregate original principal amount of US$3,268,664, payable in equivalent Great Britain Pounds Sterling, and the Issuer issued to Elutions a Common Stock Purchase Warrant (Tracking) related to the Note to purchase 996,544 shares of Common Stock of the Issuer for $3.28 per share (the "Warrant").
2. The Shares and the Warrant may be deemed to be beneficially owned indirectly by (i) Engage Networks, Inc. ("Engage Networks"), which directly owns all of the outstanding shares of Elutions, (ii) Astra Family Holdings, LLC ("Astra Holdings"), which directly owns a majority of the outstanding shares of Engage Networks, (iii) the Leventi Irrevocable Trust (the "Leventi Trust"), which is the sole member of Astra Holdings, (iv) Elizabeth Doucas, who is the Trustee of the Leventi Trust and (v) William Doucas, the Chairman and CEO of Elutions and the spouse of Elizabeth Doucas. Elizabeth and William Doucas also directly own the remaining amount of outstanding equity in Engage Networks. Each of Astra Holdings, the Leventi Trust, Elizabeth Doucas and William Doucas disclaims beneficial ownership of the Shares and the Warrant, except to the extent of any pecuniary interest therein.
/s/ Christopher Voss, as Chief Financial Officer of Elutions, Inc. 03/19/2014
/s/ Christopher Voss, as Vice President, Secretary and Treasurer of Engage Networks, Inc. 03/19/2014
/s/ Elizabeth Doucas, as Manager of Astra Family Holdings, LLC 03/19/2014
/s/ Elizabeth Doucas, as Manager of Leventi Irrevocable Trust 03/19/2014
/s/ William Doucas 03/19/2014
/s/ Elizabeth Doucas 03/19/2014
** Signature of Reporting Person Date
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