13D Filing: Pacific Grove Capital and Monaker Group Inc (MKGI)

Item 5.

Interest in Securities of the Issuer.

(a) and (b) The beneficial ownership of the Shares by each Reporting Person at the date hereof is reflected on that Reporting Person’s cover page.

(c) Other than the purchase of the Shares and the Warrants described in Items 3 and 4 above, there were no other transactions in the Shares by the Reporting Persons in the 60 days before the date on the cover page.

The filing of this Schedule 13D shall not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein, except to the extent of that person’s pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable. No Reporting Persons have ceased to be a 5% beneficial owner as of the time of this filing.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

GP is the general partner of the Master Fund and PGC is the investment adviser of the Master Fund and the Fund pursuant to agreements that provide GP and/or PGC the authority, among other things, to invest their assets in the Shares, to vote and dispose of the Shares and to file this statement on their behalf. Pursuant to such agreements, PGC is entitled to allocations or other compensation based on the Master Fund’s realized and unrealized gains. The Master Fund holds the Shares directly, and the Fund holds its proportionate share of the Shares indirectly, for the benefit of their investors.

The Reporting Persons have entered into a Joint Filing Agreement pursuant to which, among other things, the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.1. Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

13D Filing: Pacific Grove Capital and Monaker Group Inc (MKGI)

Published on August 11, 2017 at 12:14 pm by Insider Monkey Staff in Hedge Funds

Page 9 of 11 – SEC Filing

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