SEC FORM 4

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^*

KERBY WILLIAM

(Last)

(First)

(Middle)

2690 WESTON ROAD, SUITE 200

(Street)

WESTON

33331

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Monaker Group, Inc. [ MKGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2017		J⁽²⁾		1,389,222	A	⁽²⁾	1,489,322	D
Common Stock	08/03/2017		J⁽²⁾		200,000	A	⁽²⁾	200,000	I	Through In-Room Retail Systems, LLC⁽³⁾
Common Stock	08/11/2017		P⁽¹⁾		25,000	A	$2⁽¹⁾	1,514,322	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽²⁾	08/03/2017		J⁽²⁾		1,389,222		⁽²⁾	⁽²⁾	Common Stock	1,389,222	⁽²⁾	0	D
Series A Preferred Stock	⁽²⁾	08/03/2017		J⁽²⁾		200,000		⁽²⁾	⁽²⁾	Common Stock	200,000	⁽²⁾	0	I	Through In-Room Retail Systems, LLC⁽³⁾
Common Stock Purchase Warrant	$2.1	08/11/2017		P⁽¹⁾		25,000		08/11/2017	07/30/2022	Common Stock	25,000	⁽¹⁾	25,000	D

Explanation of Responses:

1. Effective on August 11, 2017, the Reporting Person purchased 25,000 shares of common stock of the Issuer and warrants to acquire 25,000 shares of common stock of the Issuer with an exercise price of $2.10 per share, from the Issuer, for the purchase price of $2.00 per unit (one share and one warrant).

2. Effective on August 3, 2017, the Reporting Person converted 794,611 shares of the Issuer's Series A 10% Cumulative Convertible Preferred Stock ("Series A Preferred Stock"), on a 2-for-1 basis (as provided by the current terms of the Series A Preferred Stock), into 1,589,222 shares of common stock (including 100,000 shares of Series A Preferred Stock converted by an entity controlled by the Reporting Person).

3. The Reporting Person owns 100% of In-Room Retail Systems, LLC and is deemed to beneficially own the securities held by such entity.

	/s/ William Kerby	08/14/2017
	** 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 4 (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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