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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Monaco Donald P (Last) (First) (Middle) 2893 EXECUTIVE PARK DRIVE SUITE 201 (Street) WESTON FL 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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/29/2018
	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	01/29/2018		J(4)		72	A	(4)	823,215	I	Through the Donald P.Monaco Insurance Trust(1)(2)
Common Stock	03/01/2018		J(4)		259	A	(4)	823,474	I	Through the Donald P.Monaco Insurance Trust(1)(2)
Common Stock								822,302	I	Through Monaco Investment Partners II, LP(2)(3)
Common Stock								8	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	$5.09(6)	02/22/2018		J(5)		17,850		08/11/2017	07/30/2022	Common Stock	17,850	(5)	35,750	I	Through the Donald P. Monaco Insurance Trust(1)(2)

1. Name and Address of Reporting Person* Monaco Donald P (Last) (First) (Middle) 2893 EXECUTIVE PARK DRIVE SUITE 201 (Street) WESTON FL 33331 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Monaco Investment Partners II, LP (Last) (First) (Middle) 353 E. LIBERTY DRIVE (Street) WHEATON IL 60187 (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* Donald P. Monaco Insurance Trust (Last) (First) (Middle) 353 E. LIBERTY DRIVE (Street) WHEATON IL 60187 (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. The securities are beneficially owned by Donald P. Monaco Insurance Trust ("Trust"). Donald P. Monaco, is the trustee of the Trust. As such, Mr. Monaco is deemed to beneficially own the securities held by the Trust.

2. Mr. Monaco disclaims beneficial ownership of all shares held by the Trust and Monaco Investment Partners II, LP ("MI Partners") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose.

3. Securities are beneficially owned by MI Partners. Mr. Monaco is the managing general partner of MI Partners. As such, Mr. Monaco is deemed to beneficially own the securities held by the MI Partners.

4. Represents shares of common stock issued to the Trust pursuant to the anti-dilution provisions of the Common Stock and Warrant Purchase Agreement entered into between the Issuer and the purchasers named therein (including the Trust) dated July 31, 2017 (the "Purchase Agreement"), as a result of the Issuer issuing shares of common stock below the original $5.00 per share of the securities sold pursuant to the Purchase Agreement.

5. Represents warrants to purchase shares of common stock granted by the Issuer (less grants previously disclosed) as partial liquidated damages for the delay, through February 22, 2018, in obtaining an uplisting of the Issuer's common stock to the NASDAQ Capital Market (which occurred on February 22, 2018), pursuant to the terms of the Purchase Agreement.

6. Pursuant to the anti-dilution provisions of the Purchase Agreement, the exercise price of all of the un-exercised warrants previously granted to the purchasers and the agent in the offering were automatically reduced to $5.09 per share.

	/s/ Donald P. Monaco	04/26/2018
	/s/ Donald P. Monaco, as Trustee of the Donald P. Monaco Insurance Trust	04/26/2018
	/s/ Donald P. Monaco, as Managing General Partner of Monaco Investment Partners II, LP	04/26/2018
	** Signature of Reporting Person	Date
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