NextPlay (NXTP) Form 4 Monaker / ROBERT JAMES MENDOLA JR ownership change

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^*

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	01/29/2018		X(3)		1,800	A	$0	2,123,263	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

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 Pacific Grove Capital LP ("PGC"), Pacific Grove Capital LLC ("LLC"), Pacific Grove Capital GP LLC ("GP"), Pacific Grove Master Fund LP ("Master Fund") and Robert James Mendola, Jr. PGC is the investment adviser of Master Fund, and LLC is PGC's general partner. GP is the general partner of Master Fund. Mr. Mendola is the control person of PGC, LLC and GP. PGC is filing this Form 4 on behalf of itself and the other reporting persons 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 Master Fund for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by PGC as the investment adviser to Master Fund, by LLC as PGC's general partner, by 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.

3. As a result of the transactions described in Item 3 of the reporting persons' Schedule 13D, Amendment 1, filed on the same date as this Form 4, these shares were issued by the Issuer for no additional consideration to the Master Fund as a result of the anti-dilution provisions of the Common Stock and Warrant Purchase Agreement dated as of July 31, 2017 between the Issuer and the Master Fund.

	Pacific Grove Capital LP	02/08/2018
	Pacific Grove Capital LLC	02/08/2018
	Pacific Grove Master Fund LP	02/08/2018
	Pacific Grove Capital GP LLC	02/08/2018
	/s/ Robert James Mendola, Jr.	02/08/2018
	** 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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