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*
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)
01/10/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/16/2018
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 01/10/2018 J(4) 2,065 A (4) 1,995,857 I Through the Donald P. Monaco Insurance Trust(1)(2)
Common Stock 01/12/2018 X 47,500 A $2 2,055,754 I Through Monaco Investment Partners II, LP(2)(3)
Common Stock 01/12/2018 X 62,000 A $2.1 2,057,857 I Through the Donald P. Monaco Insurance Trust(1)(2)
Common Stock 20 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 $2 01/12/2018 X 47,500 02/28/2017 02/27/2020 Common Stock 47,500 $2 0 I Through Monaco Investment Partners II, LP(2)(3)
Common Stock Warrants $2.1 01/12/2018 X 62,000 08/11/2017 07/30/2022 Common Stock 62,000 $2.1 25,500 I Through the Donald P. Monaco Insurance Trust(1)(2)
Common Stock Warrants $2.1 01/15/2018 J(5) 19,250 08/11/2017 07/30/2022 Common Stock 19,250 $2.1 44,750 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 $2.00 price per share of the securities sold pursuant to the Purchase Agreement.
5. Represents warrants to purchase shares of common stock granted by the Issuer as partial liquidated damages for the delay in obtaining an uplisting for the Issuer's common stock to the NASDAQ Capital Market, pursuant to the terms of the Purchase Agreement.
Remarks:
This Amended Form 4 corrects the date of earliest transaction and the date and number of shares acquired pursuant to the first transaction disclosed herein. This Amended Form 4 has not been retroactively adjusted to account for the Registrant's 1:2.5 Reverse Stock Split which was affected effective on February 12, 2018.
/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
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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