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*
Pacific Grove Capital LP

(Last) (First) (Middle)
580 CALIFORNIA STREET
SUITE 1925

(Street)
SAN FRANCISCO CA 94104

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Adviser of 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2018
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 03/01/2018 X 147,000 A $2.625 996,306 I Pacific Grove Master Fund LP(1)(2)
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
Warrants $2.625 03/01/2018 X 147,000 02/28/2018 07/30/2022 Common Stock 147,000 $0 0 I Pacific Grove Master Fund LP(1)(2)
1. Name and Address of Reporting Person*
Pacific Grove Capital LP

(Last) (First) (Middle)
580 CALIFORNIA STREET
SUITE 1925

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PACIFIC GROVE CAPITAL LLC

(Last) (First) (Middle)
580 CALIFORNIA STREET
SUITE 1925

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PACIFIC GROVE MASTER FUND LP

(Last) (First) (Middle)
C/O INTERTRUST CORP SERVICES(CAYMAN) LTD
190 ELGIN AVENUE - GEORGE TOWN

(Street)
GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PACIFIC GROVE CAPITAL GP LLC

(Last) (First) (Middle)
580 CALIFORNIA STREET
SUITE 1925

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MENDOLA ROBERT JAMES JR

(Last) (First) (Middle)
580 CALIFORNIA STREET
SUITE 1925

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
Explanation of Responses:
1. The reporting persons are filing this report jointly, but not as a group, and each reporting person expressly disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.
2. These securities are held directly by Pacific Grove Master Fund LP ("Master Fund") for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by Pacific Grove Capital LP ("PGC") as the investment adviser to the Master Fund, by Pacific Grove Capital LLC ("LLC") as PGC's general partner, by Pacific Grove Capital GP LLC ("GP") as the general partner of Master Fund and by Mr. Mendola as the control person of PGC, LLC and GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Pacific Grove Capital LP 03/05/2018
Pacific Grove Capital LLC 03/05/2018
Pacific Grove Master Fund LP 03/05/2018
Pacific Grove Capital GP LLC 03/05/2018
/s/ Robert James Mendola, Jr. 03/05/2018
** 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).
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.