| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MGT CAPITAL INVESTMENTS INC [ MGT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock, $0.001 Par Value | 10/08/2015 | P4 | 300,000 | A | (1) | 1,339,096 | I | By Iroquois Master Fund Ltd.(2) | |||||||
| Common Stock, $0.001 Par Value | 48,738 | I | By Iroquois Capital Management, LLC(3) | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Warrant to Purchase Common Stock (Right to Buy} | $0.25 | 10/08/2015 | 4P | 600,000 | (4) | 10/08/2018 | Common Stock | 600,000 | (1) | 600,000 | I | By Iroquois Master Fund Ltd.(2) | ||
| Explanation of Responses: |
| 1. On October 8, 2015, Iroquois Master Fund purchased in a private placement 300,000 units of MGT Capital Investments, Inc. (the "Company") at a purchase price of $0.25 per unit, with each unit consisting of one share of the Company's Common Stock and a three year Warrant to purchase two shares of Common Stock at an initial exercise price of $0.25 per share. |
| 2. Securities held by Iroquois Master Fund. Iroquois Capital Management LLC, as the investment manager of Iroquois Master Fund, may be deemed to beneficially own the shares of Common Stock held by Iroquois Master Fund. Mr. Silverman, as a managing member of Iroquois, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois Master Fund. Mr. Silverman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 3. Shares of Common Stock held by Iroquois. Mr. Silverman, as a managing member of Iroquois, may be deemed to beneficially own the shares of Common Stock beneficially owned by Iroquois. Mr. Silverman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 4. The Warrants are exercisable on the earlier of (i) one year from the date of issue (October 8, 2016) or (ii) the occurrence of certain corporate events, including a private or public financing, subject to approval of the lead investor, in which the Company receives gross proceeds of at least $7,500,000. The Company is prohibited from effecting an exercise of any Warrant to the extent that, as a result of any such exercise, the holder would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Warrant. |
| /s/ Joshua Silverman | 02/12/2016 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||