Statement of Changes in Beneficial Ownership (4)
August 17 2021 - 7:48PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Monaco Donald P |
2. Issuer Name and Ticker or Trading Symbol
NextPlay Technologies Inc.
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NXTP
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1560 SAWGRASS CORPORATE PARKWAY, SUITE 130 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2021 |
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(Street)
WESTON, FL 33323
(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)
___ Form filed by One Reporting Person
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X
_ 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 | | | | | | | | 237508 | D | |
| Common Stock | | | | | | | | 934224 | I | Through the Donald P. Monaco Insurance Trust (3)(4) |
| Common Stock | | | | | | | | 822302 | I | Through Monaco Investment Partners II, LP (4)(5) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Convertible Promissory Note | $3.02 | 6/30/2021 | | A | | 585425 (1) | | 7/6/2021 | (2) | Common Stock | 193850 | $585425 (1) | 585425 | I | Through Monaco Investment Partners II, LP (4)(5) |
| Explanation of Responses: |
| (1) | Acquired on April 8, 2021, in exchange for accrued Series A Preferred Stock dividends in the same amount. Convertible upon the closing of the Registrant's share exchange agreement with HotPlay Enterprise Limited and its stockholders (the "Exchange"), which closed on June 30, 2021. Accrues interest at the rate of 12% per annum, compounded monthly at the end of each calendar month. Convertible, at the option of the holder thereof at any time beginning 7 days after the closing of the Exchange, at $3.02 per share. Exempt from Section 16(b) pursuant to Rule 16b-3. |
| (2) | Convertible Note matures on April 7, 2022. |
| (3) | The securities are beneficially owned by Donald P. Monaco Insurance Trust ("Trust"). Donald P. Monaco, is the trustee of the Trust. As such, Mr. Monaco is deemed to beneficially own the securities held by the Trust.interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. |
| (4) | Mr. Monaco disclaims beneficial ownership of all shares held by the Trust and Monaco Investment Partners II, LP ("MI Partners") in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he is the beneficial owner of, or has pecuniary interest in, any such excess shares for the purposes of Section 16 of the Exchange Act or for any other purpose. |
| (5) | Securities are beneficially owned by MI Partners. Mr. Monaco is the managing general partner of MI Partners. As such, Mr. Monaco is deemed to beneficially own the securities held by the MI Partners. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Monaco Donald P
1560 SAWGRASS CORPORATE PARKWAY
SUITE 130
WESTON, FL 33323 | X |
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Monaco Investment Partners II, LP
353 E. LIBERTY DRIVE
WHEATON, IL 60187 | X |
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Donald P. Monaco Insurance Trust
353 E. LIBERTY DRIVE
WHEATON, IL 60187 | X |
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Signatures
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| /s/ Donald P. Monaco | | 8/17/2021 |
| **Signature of Reporting Person | Date |
| /s/ Donald P. Monaco, as Trustee of the Donald P. Monaco Insurance Trust | | 8/17/2021 |
| **Signature of Reporting Person | Date |
| /s/ Donald P. Monaco, as Managing General Partner of Monaco Investment Partners II, LP | | 8/17/2021 |
| **Signature of Reporting Person | Date |
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