Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
MGT Capital Investments, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
55302P202
(CUSIP Number)
May 24, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 55302P202 | 13G | Page 2 of 4 Pages |
| 1. | NAMES OF REPORTING PERSONS | ||
| J&S Gaming, Inc. | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
| (a) ¨ | |||
| (b) ¨ | |||
| 3. | SEC USE ONLY | ||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| State of New York | |||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
|||
| 5. SOLE VOTING POWER | |||
| 350,000 (see Note 1) | |||
| 6. SHARED VOTING POWER | |||
| None | |||
| 7. SOLE DISPOSITIVE POWER | |||
| 350,000 (see Note 1) | |||
| 8. SHARED DISPOSITIVE POWER | |||
| None | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 350,000 (See Note 1) | |||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | ||
| ¨ | |||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||
| 14.26% (see Note 1) | |||
| 12. | TYPE OF REPORTING PERSON | ||
| CO | |||
***Note 1***
J&S Gaming, Inc. is a New York Corporation (“J&S”). Pursuant to a Contribution and Sale Agreement (the “Sale Agreement”) between J&S, the issuer and MGT Gaming, Inc. and effective May 24, 2012, the reporting person is deemed to beneficially own 350,000 shares of common stock of the issuer underlying warrants issued pursuant to the Sale Agreement.
| CUSIP No. 55302P202 | 13G | Page 3 of 4 Pages |
| Item 1. | |
| (a) | Name of Issuer |
| MGT Capital Investments, Inc. a Delaware corporation (the 'Company'). | |
| (b) | Address of Issuer's Principal Executive Offices |
| 500 Mamaroneck Avenue, Suite 204 | |
| Harrison, NY 10528 | |
| Item 2(a). | Name of Person Filing |
| This statement is filed by J&S Gaming, Inc. (“Reporting Persons”) | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence |
| 12 May Hill Lane | |
| Dix Hill, NY 11746 | |
| Item 2(c). | Citizenship |
| State of New York | |
| Item 2(d) | Title of Class of Securities |
| Common Stock, par value $0.001 per share (the 'Common Stock') | |
| Item 2(e) | CUSIP Number 55302P202 |
| Item 3. | |
| Not applicable. | |
| Item 4. | Ownership |
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person hereto and is incorporated herein by reference for the Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
| Acquired the Security Being Reported on by the Parent Holding Company | |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| Item 10. | Certification |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 55302P202 | 13G | Page 4 of 4 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: June 12, 2012
J&S Gaming, Inc.
| By: | /s/ Steven Brandstetter | |
| Name: | Steven Brandstetter | |
| Title: | Authorized Signatory | |
| J&S Gaming, Inc. |