Pascal Tomer Form 3 Mohawk / Tomer Pascal ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pascal Tomer

(Last) (First) (Middle)

C/O MOHAWK GROUP HOLDINGS, INC.

37 EAST 18TH STREET, 7TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2019

3. Issuer Name and Ticker or Trading Symbol
Mohawk Group Holdings, Inc. [ MWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Revenue Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	230,473(1)	I	By ELZ Ventures LTD(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(3)	11/20/2027	Common Stock	15,655	6.79	I	By ELZ Ventures LTD(2)
Stock Option (Right to Buy)	(4)(5)	12/28/2028	Common Stock	166,666	9.72	I	By ELZ Ventures LTD(2)

Explanation of Responses:

1. Comprised of 230,473 shares of restricted common stock granted pursuant to the Issuer's 2019 Equity Plan that are subject to vesting. The shares of restricted common stock shall vest in four equal installments on the 6, 12, 18 and 24 month anniversaries of the closing of the Issuer's initial public offering.

2. The Reporting Person is the sole owner of ELZ Ventures LTD.

3. 1/4th of the shares subject to the option vested on August 14, 2018 and 1/48th of the number of shares subject to the option vested or shall vest following each one month period thereafter, subject to the Reporting Person's continued services to the Issuer through each such vesting date.

4. 1/3rd of the number of shares subject to the option shall vest on October 11, 2019 and 1/36th of the number of shares subject to the option shall vest following each one month period thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

5. All of the unvested shares subject to the option shall vest upon either: (i) the accumulation, by means of any transaction or series of related transactions, whether directly or indirectly, beneficially or of record, by any individual and/or entity of more than 50% the outstanding shares of common stock of the Issuer, whether by merger, consolidation, sale or other transfer of shares of the Issuer's common stock, so long as the holders of the Issuer's common stock, immediately after such transaction or series of transactions, hold less than 50% of the common stock of the Issuer or the voting securities of the surviving or acquiring entity or (ii) a sale of all or substantially all of the assets of the Issuer, which may include a license transaction.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Tomer Pascal	06/12/2019
	** 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 5 (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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