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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant | $ 0.05 | 11/30/2015 | A | 6,000,000 | 11/30/2015 | 11/30/2016 | Common Stock | 6,000,000 | $ 0.05 | 6,000,000 | I | See footnote (1) | |||
Monaker Group, Inc. Convertible Debt | (6) | 11/20/2015 | 11/20/2015 | M | $ 975,000 (6) | (6) | (6) | Common Stock | (6) | (6) | 0 (6) | I (6) | See footnote (6) | ||
Series C Preferred Stock | $ 0.05 (3) | 08/06/2015 | (4) | Common Stock | 2,000,000 | 20,000 | I | See footnote (3) | |||||||
Monaker Group, Inc. Series A Preferred | (5) | 01/30/2012 | 01/30/2012 | Common Stock | 10,750,000 | 1,075,000 | I | See footnote (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Monaco Donald P 201 W. PASSAIC STREET, SUITE 301 ROCHELLE PARK, NJ 07662 |
X | X |
/s/ Donald P. Monaco | 02/09/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Donald P. Monaco is the owner and control person of Monaco Investment Partners, LP, the owner of the above referenced security. |
(2) | The Reporting Person agreed to cancel indebtedness under a $50,000 promissory note dated August 28, 2015 and due February 28, 2016 in consideration of the shares |
(3) | Mr. Monaco is the control person of Monaco Investment Partners, II, LP, the owner of the Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into that number of shares of common stock as is determined by dividing (A) the stated value ($5) by (B) the conversion price then in effect ($0.05). In addition, the Series C Preferred vote with the common stockholders and ach holder of Series C Preferred Stock is entitled to the number of votes equal to one hundred (100) votes for each share of common stock into which the Series C can be converted. Accordingly, Mr. Monaco's shares of Series C Preferred entitle him to 200 million votes on any matter presented to the holders of common stock for a vote. |
(4) | Not applicable. |
(5) | Mr. Monaco is the indirect principal of (i) 575,000 shares of Monaker Group Inc. Series A Preferred Stock owned directly by the Monaco Investment Partners II, LP and (ii) 500,000 shares of Monaker Group, Inc. Series A Preferred Stock owned directly by the Donald P Monaco Insurance Trust. Mr. Monaco is the indirect beneficial owner of these aggregate 1,075,000 shares of Monaker Group, Inc. Series A Preferred Stock that are convertible into10,750,000 shares of common stock (the "Common Stock") of RealBiz Media Group, Inc. (the "Company"). Each share of Monaker Group, Inc. Series A Preferred Stock is convertible into 10 shares of the Issuer's Common Stock. |
(6) | The Amendment is being filed to report the retirement of the Monaker Group Inc. Convertible Debt on November 20, 2015. This debt by its terms was convertible into either (i) Monaker Group, Inc. securities OR (ii) series B Preferred Stock of the Issuer which was ultimately convertible into 19.5 million shares of the Issuer's common stock. The reporting person converted this debt into securities of Monaker Group, Inc. on November 20, 2015 and accordingly no shares of the Issure's stock were issued upon such conversion and retirement. |