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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Marathon Patent Group, Inc. [ MARA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, $0.0001 par value per share | 05/31/2013 | P | 625,000 | A | $0.4(1) | 625,000 | I | By IPNav Capital, LLC(2) | ||
Common Stock, $0.0001 par value per share | 6,000,000 | I | By TechDev Holdings, LLC(3)(4) | |||||||
Common Stock, $0.0001 par value per share | 2,000,000 | D(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrant to Purchase Common Stock | $0.5 | 05/31/2013 | P | 312,500 | 05/31/2013 | 05/31/2016 | Common Stock | 312,500 | (1) | 312,500 | I | By IPNav Capital, LLC(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The shares of common stock and warrants were purchased by IPNav Capital, LLC ("IPNav Capital") in the Issuer's private placement for $250,000. |
2. Represents shares held directly by IPNav Capital. IP Navigation Group, LLC is the sole member of IPNav Capital. Erich Spangenberg is the managing member and owner of 90% of the membership interests in IP Navigation Group, LLC. Accordingly, Erich Spangenberg may be deemed to beneficially own all of the shares that are owned by IPNav Capital. Mr. Spangenberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Mr. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
3. Represents shares held directly by TechDev Holdings, LLC (f/k/a Plutus IP, LLC) ("TechDev") as reported on the Form 3 filed by the reporting persons on May 2, 2013. Acclaim Financial Group, LLC ("AFG") is the sole member of TechDev. Accordingly, AFG may be deemed to beneficially own all of the shares that are owned by TechDev. Audrey Spangenberg is the sole managing member of AFG, and accordingly may be deemed to beneficially own all of the shares that are owned by TechDev. Ms. Spangenberg disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, (continue in footnote 4) |
4. (continue from footnote 3) and the inclusion of these shares in this report shall not be deemed an admission that Ms. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. Erich Spangenberg, the spouse of Audrey Spangenberg, may be deemed to beneficially own all of the shares that are owned by Audrey Spangenberg. Mr. Spangenberg disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Mr. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
5. Represents shares held directly by Erich Spangenberg as reported on the Form 3 filed by the reporting persons on May 2, 2013. Audrey Spangenberg, the spouse of Erich Spangenberg, may be deemed to beneficially own all of the shares that are owned by Erich Spangenberg. Ms. Spangenberg disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that Ms. Spangenberg is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose. |
TechDev Holdings, LLC, By: /s/ Audrey Spangenberg, Title: Manager | 06/07/2013 | |
Acclaim Financial Group, LLC, By: /s/ Audrey Spangenberg, Title: Managing Director | 06/07/2013 | |
Audrey Spangenberg, By: /s/ Audrey Spangenberg | 06/07/2013 | |
Erich Spangenberg, By: /s/ Erich Spangenberg | 06/07/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |