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^*

PARTICELLI MARC

(Last)

(First)

(Middle)

15 GROVE LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
'mktg, inc.' [ CMKG ]

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)
08/26/2014

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	08/26/2014		C		365,946⁽¹⁾	A	$0.47	998,253	D
Common Stock	08/26/2014		C		40,661⁽²⁾	A	$0.47	1,038,914⁽³⁾	D⁽³⁾
Common Stock	08/27/2014		D		1,038,914⁽³⁾	D	$2.8⁽⁴⁾	0	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 D Preferred Stock	$0.47	08/26/2014		C			171,995⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	365,946	$0	0	D
Series D Preferred Stock	$0.47	08/26/2014		C			19,111⁽²⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,240,661	$0	0	I	See Footnote⁽²⁾
Stock Option (right to buy)	$3.39	08/27/2014		D			10,000	⁽⁶⁾	04/30/2015	Common Stock	10,000	$0⁽⁷⁾	0	D
Stock Option (right to buy)	$2.13	08/27/2014		D			10,000	⁽⁶⁾	03/31/2016	Common Stock	10,000	$0.67⁽⁸⁾	0	D
Stock Option (right to buy)	$2.26	08/27/2014		D			10,000	⁽⁶⁾	04/30/2017	Common Stock	10,000	$0.54⁽⁸⁾	0	D
Stock Option (right to buy)	$2.35	08/27/2014		D			40,000	⁽⁶⁾	09/19/2017	Common Stock	40,000	$0.45⁽⁸⁾	0	D
Warrant (right to buy)	$0.001	08/27/2014		D			221,064	⁽⁶⁾	12/15/2015	Common Stock	221,064	$2.799⁽⁹⁾	0	D
Warrant (right to buy)	$0.001	08/27/2014		D			24,563	⁽⁶⁾	12/15/2015	Common Stock	24,563	$2.799⁽⁹⁾	0	I	By Family Trust

Explanation of Responses:

1. The Reporting Person converted 171,995 shares of Series D Preferred Stock at a conversion price of $0.47 per share, resulting in his acquisition of 365,946 shares of common stock.

2. The Marc C. Particelli 2006 Family Trust (the "Family Trust") converted 19,111 shares of Series D Preferred Stock at a conversion price of $0.47 per share, resulting in its acquisition of 40,661 shares of common stock. The beneficiaries of the Family Trust are the Reporting Person's children, and the Reporting Person's spouse is a trustee of the Family Trust. The Reporting Person disclaims beneficial ownership of those shares held by the Family Trust, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Includes (i) 940,923 shares owned directly by the Reporting Person; (ii) 18,300 shares owned by the Reporting Person's IRA; and (iii) 79,691 shares owned by the Family Trust.

4. Disposed of upon consummation of the merger contemplated by the Agreement and Plan of Merger by and among the Issuer, Aegis Lifestyle, Inc. and Morgan Acquisition, Inc., dated as of May 27, 2014 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of common stock was exchanged for the right to receive $2.80 in cash.

5. The Series D Preferred Stock is convertible into common stock at any time and has no expiration date.

6. Currently Exercisable.

7. Pursuant to the Merger Agreement, this out of the money option was cancelled.

8. Pursuant to the Merger Agreement, such stock option was cancelled and converted into the right to receive an amount in cash equal to the excess of $2.80 over the exercise price of such option.

9. Pursuant to the Merger Agreement, such warrant was cancelled and converted into the right to receive an amount in cash equal to the excess of $2.80 over the exercise price of such warrant.

	/s/ Zev Bomrind, Attorney-in-Fact	08/27/2014
	** 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 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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