Donald P. Monaco Insurance Trust Form 4 Monaker / Donald P Monaco 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^*

Monaco Donald P

(Last) (First) (Middle)

2690 WESTON ROAD, SUITE 200

(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)
08/03/2017

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	08/03/2017		J(2)		1,000,000	A	(2)	1,906,292	I	Through the Donald P. Monaco Insurance Trust(4)(5)
Common Stock	08/03/2017		J(2)		1,150,000	A	(2)	1,955,754	I	Through Monaco Investment Partners II, LP(3)(5)
Common Stock	08/11/2017		P(1)		87,500	A	$2(1)	1,993,792	I	Through the Donald P. Monaco Insurance Trust(4)(5)
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
Series A Preferred Stock	(2)	08/03/2017		J(2)		1,000,000		(2)	(2)	Common Stock	1,000,000	(2)	0	I	Through the Donald P. Monaco Insurance Trust(4)(5)
Series A Preferred Stock	(2)	08/03/2017		J(2)		1,150,000		(2)	(2)	Common Stock	1,150,000	(2)	0	I	Through Monaco Investment Partners II, LP(3)(5)
Common Stock Purchase Warrant	$2.1	08/11/2017		P(1)		87,500		08/11/2017	07/30/2022	Common Stock	87,500	(1)	87,500	I	Through the Donald P. Monaco Insurance Trust(4)(5)

1. Name and Address of Reporting Person^*

Monaco Donald P

(Last) (First) (Middle)

2690 WESTON ROAD, SUITE 200

(Street)

WESTON FL 33331

(City) (State) (Zip)

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)

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)

Explanation of Responses:

1. 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).

2. 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.

3. 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.

4. 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.

5. 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	08/15/2017
	/s/ Donald P. Monaco, as Trustee of the Donald P. Monaco Insurance Trust	08/15/2017
	/s/ Donald P. Monaco, as Managing General Partner of Monaco Investment Partners II, LP	08/15/2017
	** Signature of Reporting Person	Date
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