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*
Manko Joseph M. Jr.

(Last) (First) (Middle)
1717 ARCH STREET, 39TH FLOOR

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WIRELESS TELECOM GROUP INC [ WTT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/24/2018
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 12/24/2018 P 2,500 A $1.46(1) 2,094,453 I By Horton Capital Partners Fund, LP(2)(3)
Common Stock 12/26/2018 P 3,998 A $1.65(1) 2,098,451 I By Horton Capital Partners Fund, LP(2)(3)
Common Stock 12/27/2018 P 14,981 A $1.68(1) 2,113,432 I By Horton Capital Partners Fund, LP(2)(3)
Common Stock 20,000 I By Horton Capital Management, LLC(2)(3)
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
1. Name and Address of Reporting Person*
Manko Joseph M. Jr.

(Last) (First) (Middle)
1717 ARCH STREET, 39TH FLOOR

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Horton Capital Management, LLC

(Last) (First) (Middle)
1717 ARCH STREET, SUITE 3920

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Horton Capital Partners, LLC

(Last) (First) (Middle)
1717 ARCH STREET, SUITE 3920

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Horton Capital Partners Fund, L.P.

(Last) (First) (Middle)
1717 ARCH STREET, SUITE 3920

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares of common stock were purchased in multiple transactions at prices ranging from: (i) $1.45-$1.46 on December 24, 2018, (ii) $1.64-$1.65 on December 26, 2018, and (iii) $1.64-$1.71 on December 27, 2018. The reporting person undertakes to provide to the issuer, any holder of the issuer's common stock, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4.
2. This Form 4 is filed jointly by Horton Capital Management, LLC, a Delaware limited liability company ("HCM"), Horton Capital Partners LLC, a Delaware limited liability company ("HCP"), Horton Capital Partners Fund, LP, a Delaware limited partnership ("HCPF"), and Joseph M. Manko, Jr. HCM maintains investment and voting power with respect to shares of Common Stock of the Company held by HCPF. However, despite the delegation of investment and voting power to HCM, HCP may be deemed to be the beneficial owner of such securities under Rule 13d-3 of the Securities Exchange Act of 1934, as amended, because HCP has the right to acquire investment and voting power through termination of investment management agreements with HCM. HCM also acts as an investment adviser to certain managed accounts.
3. (Continued from Footnote 2) Under investment management agreements with managed account clients, HCM also has investment and voting power with respect to 20,000 shares of Common Stock of the issuer held in such managed accounts. HCP is the general partner of HCPF. Mr. Manko is the managing member of both HCM and HCP.
Remarks:
The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.
/s/ Joseph M. Manko, Jr, Joseph M. Manko, Jr 12/27/2018
/s/ Joseph M. Manko, Jr., Joseph M. Manko, Jr., Managing Member of Horton Capital Management, LLC 12/27/2018
/s/ Joseph M. Manko, Jr, Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC 12/27/2018
/s/ Joseph M. Manko, Jr, Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC, the General Partner of Horton Capital Partners Fund, LP 12/27/2018
** 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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