X0306 4 2017-08-03 0 0001372183 Monaker Group, Inc. MKGI 0001563607 Monaco Donald P 2690 WESTON ROAD, SUITE 200 WESTON FL 33331 1 0 1 0 0001688827 Monaco Investment Partners II, LP 353 E. LIBERTY DRIVE WHEATON IL 60187 0 0 0 1 Managing General 0001689123 Donald P. Monaco Insurance Trust 353 E. LIBERTY DRIVE WHEATON IL 60187 0 0 0 1 Trustee Common Stock 2017-08-03 4 J 0 1000000 A 1906292 I Through the Donald P. Monaco Insurance Trust Common Stock 2017-08-03 4 J 0 1150000 A 1955754 I Through Monaco Investment Partners II, LP Common Stock 2017-08-11 4 P 0 87500 2.00 A 1993792 I Through the Donald P. Monaco Insurance Trust Common Stock 20 D Series A Preferred Stock 2017-08-03 4 J 0 1000000 A Common Stock 1000000 0 I Through the Donald P. Monaco Insurance Trust Series A Preferred Stock 2017-08-03 4 J 0 1150000 A Common Stock 1150000 0 I Through Monaco Investment Partners II, LP Common Stock Purchase Warrant 2.10 2017-08-11 4 P 0 87500 A 2017-08-11 2022-07-30 Common Stock 87500 87500 I Through the Donald P. Monaco Insurance Trust Effective on August 11, 2017, the Reporting Person (through the Trust (defined below)), purchased 87,500 shares of common stock of the Issuer and warrants to acquire 87,500 shares of common stock of the Issuer with an exercise price of $2.10 per share, from the Issuer, for the purchase price of $2.00 per unit (one share and one warrant). Effective on August 3, 2017, the Reporting Person converted 1,075,000 shares of the Issuer's Series A 10% Cumulative Convertible Preferred Stock ("Series A Preferred Stock") (including 575,000 shares held by MI Partners (defined below) and 500,000 shares held by the Trust (defined below)), on a 2-for-1 basis (as provided by the current terms of the Series A Preferred Stock), into 2,150,000 shares of common stock. The securities are beneficially owned by Monaco Investment Partners II, LP ("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. 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. Mr. Monaco disclaims beneficial ownership of all shares held by the Trust and 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. /s/ Donald P. Monaco 2017-08-15 /s/ Donald P. Monaco, as Trustee of the Donald P. Monaco Insurance Trust 2017-08-15 /s/ Donald P. Monaco, as Managing General Partner of Monaco Investment Partners II, LP 2017-08-15