Wireless Telecom (WTT) Form 3 WIRELESS TELECOM / Joseph M. Jr. Manko 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^*

Manko Joseph M. Jr.

(Last) (First) (Middle)

1717 ARCH STREET, SUITE 3920

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2018

3. Issuer Name and Ticker or Trading Symbol
WIRELESS TELECOM GROUP INC [ WTT ]

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

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

5. 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 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	2,091,953	I	By Horton Capital Partners Fund, LP(1)(2)
Common Stock	20,000	I	By Horton Capital Management, LLC(1)(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

1. Name and Address of Reporting Person^*

Manko Joseph M. Jr.

(Last) (First) (Middle)

1717 ARCH STREET, SUITE 3920

(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. This Form 3 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. Pursuant to investment management agreements, HCM maintains investment and voting power with respect to 2,091,953 shares of common stock of the issuer held by Horton Capital Partners Fund, LP, a Delaware limited partnership ("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.

2. (Continued from from footnote 1) Under investment management agreements with managed account clients, HCM 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.	12/27/2018
	/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Management, LLC	12/27/2018
	/s/ Joseph M. Manko, Jr., Managing Member of Horton Capital Partners, LLC	12/27/2018
	/s/ 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
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