Sec Form 4 Filing - Pacific Grove Capital LP @ Monaker Group, Inc. - 2019-06-28

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 Pacific Grove Capital LP 2. Issuer Name and Ticker or Trading Symbol Monaker Group, Inc. [ MKGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 580 CALIFORNIA STREET, SUITE 1925 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2019 (Street) SAN FRANCISCO, CA94104 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 06/28/2019 J 785,555 ( 3 ) D $ 0 0 I Pacific Grove Master Fund LP ( 1 ) ( 2 )

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 Pacific Grove Capital LP 580 CALIFORNIA STREET SUITE 1925 SAN FRANCISCO, CA94104 X PACIFIC GROVE MASTER FUND LP C/O INTERTRUST CORP SERVICES(CAYMAN) LTD 190 ELGIN AVENUE - GEORGE TOWN GRAND CAYMAN, E9KY1-9005 X PACIFIC GROVE CAPITAL GP LLC 580 CALIFORNIA STREET SUITE 1925 SAN FRANCISCO, CA94104 General Partner of Master Fund MENDOLA ROBERT JAMES JR 580 CALIFORNIA STREET SUITE 1925 SAN FRANCISCO, CA94104 Control Person Signatures Pacific Grove Capital LLC 07/02/2019 Signature of Reporting Person Date Pacific Grove Master Fund LP 07/02/2019 Signature of Reporting Person Date Pacific Grove Capital GP LLC 07/02/2019 Signature of Reporting Person Date /s/ Robert James Mendola. Jr. 07/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting persons are filing this report jointly, but not as a group, and each reporting person expressly disclaims membership in a group, within the meaning of Rule 13d5(b) under the Securities Exchange Act of 1934, as amended. ( 2 )These securities were held directly by Pacific Grove Master Fund LP ("Master Fund") for the benefit of its investors. The securities may be deemed to be indirectly beneficially owned by Pacific Grove Capital LP ("PGC") as the investment adviser to the Master Fund, by Pacific Grove Capital LLC ("LLC") as PGC's general partner, by Pacific Grove Capital GP LLC ("GP") as the general partner of Master Fund and by Mr. Mendola as the control person of PGC, LLC and GP. The reporting persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 3 )On June 28, 2019, one or more of the Master Fund's feeder funds distributed 785,555 shares to its investors for no consideration.

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).

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