Pascal Tomer Form 4 Mohawk / Tomer Pascal 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^*

Pascal Tomer

(Last) (First) (Middle)

C/O MOHAWK GROUP HOLDINGS, INC.

37 E 18TH STREET, 7TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2021

4. 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 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	03/11/2021		M(1)		20,000	A	$9.72	319,092	D
Common Stock	03/11/2021		S(2)		68,734	D	$34.35	250,358	D
Common Stock	03/12/2021		M(1)		20,000	A	$9.72	270,358	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
Employee Stock Option (right to buy)	$9.72	03/11/2021		M(1)			20,000	(3)(4)	12/28/2028	Common Stock	20,000	$0.00	146,666	D(5)
Employee Stock Option (right to buy)	$9.72	03/12/2021		M(1)			20,000	(3)(4)	12/28/2028	Common Stock	20,000	$0.00	126,666	D(5)

Explanation of Responses:

1. The option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020.

3. 1/3rd of the number of shares subject to the option vested 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.

4. 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.

5. Includes an option exercisable for 166,666 shares previously held by ELZ Ventures LTD, an entity of which the Reporting Person is the sole owner, which were transferred by ELZ Ventures LTD to the Reporting Person on December 14, 2020 and are now owned directly by the Reporting Person.

Remarks:

	/s/Tomer Pascal	03/15/2021
	** 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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