Sec Form 4 Filing - LADD ROBERT @ MGT CAPITAL INVESTMENTS INC - 2011-12-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person LADD ROBERT 2. Issuer Name and Ticker or Trading Symbol MGT CAPITAL INVESTMENTS INC [ MGT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CEO (Last) (First) (Middle) 335 MADISON AVENUE, SUITE 1100, 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2011 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/29/2011 P 20,698 A $ 0.07 8,004,710 I ( 1 ) See Footnote ( 1 ) COMMON STOCK 12/30/2011 P 33,388 A $ 0.07 8,038,098 I ( 1 ) See Footnote ( 1 ) COMMON STOCK 12/30/2011 J 17,689,648 A $ 0.025 25,727,746 I ( 1 ) ( 2 ) See Footnote ( 1 ) COMMON STOCK 12/30/2011 S 5,000,000 D $ 0.025 20,727,746 I ( 3 ) See Footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LADD ROBERT 335 MADISON AVENUE, SUITE 1100 NEW YORK, NY10017 X Interim CEO LADDCAP VALUE PARTNERS III LLC 335 MADISON AVENUE SUITE 1100 NEW YORK, NY10017 Managing Member Signatures /s/ Robert Ladd 01/05/2012 Signature of Reporting Person Date Laddcap Value Partners III LLC, By: /s/ Robert Ladd, Managing Member 01/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned by Laddcap Value Partners III LLC ("Laddcap Value"). 7,984,012 shares of common stock were transferred to Laddcap Value by Laddcap Value Partners LP in February 2011. Robert Ladd serves as Managing Member of Laddcap Value. Mr. Ladd, by virtue of his status as Managing Member of Laddcap Value may be deemed to beneficially own the securities held by Laddcap Value. Mr. Ladd hereby disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )These securities were issued to Laddcap Value pursuant to the Issuer's rights offering on December 30, 2011. ( 3 )These securities were sold to Robert Traversa on December 30, 2011 for consideration of $125,000

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.