Statement of Changes in Beneficial Ownership (4)
16 November 2016 - 5:47AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Wilton Mark A
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2. Issuer Name
and
Ticker or Trading Symbol
Monaker Group, Inc.
[
MKGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
209 N. BIRCH ROAD, UNIT 1600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2015
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(Street)
FORT LAUDERDALE, FL 33304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/15/2015
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J
(1)
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620000
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A
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$6.20
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24048
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D
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Common Stock
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11/9/2015
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J
(2)
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60000
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A
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$2.50
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644048
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D
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Common Stock
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11/10/2015
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P
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20000
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A
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$2.50
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704048
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D
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Common Stock
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2/26/2016
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J
(3)
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750000
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A
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$2.00
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724048
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D
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Common Stock
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3/17/2016
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P
(4)
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24000
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A
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$2.50
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1474048
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D
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Common Stock
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11/10/2016
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P
(8)
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114770
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A
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$0.87
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1588818
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Convertible Preferred Stock
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$5.00
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5/15/2015
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J
(5)
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15000
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(6)
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(6)
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Common Stock
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300
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(5)
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30000
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D
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Warrants to Purchase Common Stock
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$0.50
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5/15/2015
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J
(1)
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30000
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5/15/2015
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5/14/2016
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Common Stock
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30000
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(1)
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30000
(9)
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D
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Series B Convertible Preferred Stock
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$2.50
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11/9/2015
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J
(2)
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30000
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(6)
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(6)
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Common Stock
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60000
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(2)
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0
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D
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Warrants to Purchase Common Stock
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$2.50
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11/10/2015
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J
(4)
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20000
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11/10/2015
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11/9/2016
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Common Stock
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20000
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(4)
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20000
(9)
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D
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Convertible Promissory Note
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$2.00
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2/26/2016
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J
(1)
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1
(1)
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(6)
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(6)
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Common Stock
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750000
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$2.00
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0
(6)
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D
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Warrants to Purchase Common Stock
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$0.25
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3/17/2016
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J
(7)
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48000
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3/21/2016
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4/10/2016
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Common Stock
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48000
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(7)
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30000
(9)
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D
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Explanation of Responses:
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(
1)
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On May 15, 2015, the Reporting Person converted $3,844,000 owed under a convertible promissory note into 620,000 shares of common stock of the Issuer and was granted warrants to purchase 30,000 shares of common stock as additional consideration for agreeing to such conversion.
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(
2)
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On November 9, 2015, the Reporting Person converted 30,000 shares of Series B Convertible Preferred Stock of the Issuer into 60,000 shares of common stock.
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(
3)
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On February 26, 2016, the Reporting Person converted $1,500,000 owed under a convertible promissory note into 750,000 shares of common stock of the Issuer.
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(
4)
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On November 10, 2015, the Reporting Person purchased 20,000 shares of common stock and was granted warrants to purchase 20,000 shares of common stock as additional consideration for agreeing to such purchase.
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(
5)
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On May 15, 2015, the Reporting Person purchased 15,000 shares of Series B Preferred at $5.00 per share.
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(
6)
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Not applicable.
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(
7)
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March 17, 2016, the Reporting Person purchased 24,000 shares of common stock and was granted warrants to purchase 48,000 shares of common stock as additional consideration for agreeing to such purchase.
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(
8)
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On November 11, 2016, the Reporting Person purchased 114,770 shares of common stock at $0.87 per share.
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(
9)
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Expired as of the date of this report.
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Remarks:
The Reporting Person was previously a Section 16 reporting person of the Issuer from February 28, 2010 until March 24, 2011 (when he resigned as a member of the Board of Directors of the Issuer), provided the Reporting Person never filed a Form 4 or Form 5 reporting his status as a non-Section 16 reporting person. The Reporting Person became a Section 16 reporting person of the Issuer again on May 15, 2015. This Form 4 only includes transactions of the Reporting Person relating to the Issuer from May 15, 2015 to present. In addition to the above, the Reporting Person holds $1,409,326 in outstanding convertible promissory notes, which convert into common stock of the Issuer, at the option of the holder, at a conversion price of $0.50 per share, and may be converted into common stock at the option of the Issuer, at any time, at an 80% discount to the five day average closing price of the Issuer's common stock prior to conversion.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wilton Mark A
209 N. BIRCH ROAD, UNIT 1600
FORT LAUDERDALE, FL 33304
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X
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Signatures
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/s/ Mark A. Wilton
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11/15/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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