Sec Form 4 Filing - LADD ROBERT @ MGT CAPITAL INVESTMENTS INC - 2016-05-25

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

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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) President, CEO, Interim CFO (Last) (First) (Middle) C/O MGT CAPITAL INVESTMENTS, INC., 500 MAMARONECK AVENUE, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2016 (Street) HARRISON, NY10528 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/25/2016 J( 1 ) 465,171 D $ 0 157,300 I REF ( 2 ) Common Stock 05/25/2016 S 157,300 D $ 2.44 0 I REF ( 2 ) Common Stock 05/26/2016 A 300,000 A 573,603 D Common Stock 05/31/2016 S 33,603 D $ 2.53 540,000 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 (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 C/O MGT CAPITAL INVESTMENTS, INC. 500 MAMARONECK AVENUE, SUITE 320 HARRISON, NY10528 X President, CEO, Interim CFO Signatures /s/ Robert Ladd 05/31/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Laddcap Value made a pro rata distribution for no consideration of an aggregate of 465,171 shares of Common Stock of the Issuer to its limited partners on May 25, 2016. ( 2 )Indirectly owned by Laddcap Value Partners III LLC ("Laddcap Value"). Mr. 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. ( 3 )The securities were acquired through a grant pursuant to MGT's Amended and Restated 2012 Stock Incentive Plan. The restricted stock vests over 24 months with 33% vesting on each of June 1, 2017, December 1, 2017 and June 1, 2018.

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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