Amended Statement of Ownership (sc 13g/a)
April 29 2020 - 05:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No.
01)*
MGT Capital Investments, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title
of Class of Securities)
55302P202
Calendar Year 2020
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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).
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Iliad Research & Trading, L.P.
11-3688679 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Utah |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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44,600,199* |
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6 |
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SHARED VOTING POWER |
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7 |
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SOLE DISPOSITIVE POWER |
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44,600,199* |
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8 |
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SHARED DISPOSITIVE POWER |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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44,600,199* |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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9.99*% |
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12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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PN |
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FOOTNOTES |
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* Reporting Person Iliad Research & Trading,
L.P. (“Iliad”) has rights, under a Promissory Note and subsequent
amendment, to own an aggregate number of shares of the Issuer’s
common stock which, except for a contractual cap on the amount of
outstanding shares that Iliad may own, would exceed such a cap.
Iliad's current ownership cap is 9.99%. Thus, the number of shares
of the Issuer's common stock beneficially owned by Iliad as of the
date of this filing was 44,600,199 shares, which is 9.99% of the
446,448,445 shares outstanding on March 30, 2020 (as reported in
the Issuer's Form 10-K filed on that date). Additionally, the 9.99%
ownership cap encompasses all ownership interests aggregated across
all John Fife's entities. |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Iliad Management, LLC
20-0411071 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Delaware |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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44,600,199* |
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6 |
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SHARED VOTING POWER |
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7 |
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SOLE DISPOSITIVE POWER |
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44,600,199* |
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8 |
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SHARED DISPOSITIVE POWER |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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44,600,199* |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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9.99*% |
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12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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OO |
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FOOTNOTES |
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* Reporting person Iliad Management, LLC is the
General Partner of reporting person Iliad. Iliad has rights, under
a Promissory Note and subsequent amendment, to own an aggregate
number of shares of the Issuer’s common stock which, except for a
contractual cap on the amount of outstanding shares that Iliad may
own, would exceed such a cap. Iliad's current ownership cap is
9.99%. Thus, the number of shares of the Issuer's common stock
beneficially owned by Iliad as of the date of this filing was
44,600,199 shares, which is 9.99% of the 446,448,445 shares
outstanding on March 30, 2020 (as reported in the Issuer's Form
10-K filed on that date). Additionally, the 9.99% ownership cap
encompasses all ownership interests aggregated across all John
Fife's entities. |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Fife Trading, Inc.
36-4151891 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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Illinois |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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44,600,199* |
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6 |
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SHARED VOTING POWER |
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7 |
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SOLE DISPOSITIVE POWER |
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44,600,199* |
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8 |
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SHARED DISPOSITIVE POWER |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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44,600,199* |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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9.99*% |
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12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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CO |
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FOOTNOTES |
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* Reporting person Fife Trading, Inc. is the
Manager of Iliad Management, LLC, which is the General Partner of
reporting person Iliad. Iliad has rights, under a Promissory Note
and subsequent amendment, to own an aggregate number of shares of
the Issuer’s common stock which, except for a contractual cap on
the amount of outstanding shares that Iliad may own, would exceed
such a cap. Iliad's current ownership cap is 9.99%. Thus, the
number of shares of the Issuer's common stock beneficially owned by
Iliad as of the date of this filing was 44,600,199 shares, which is
9.99% of the 446,448,445 shares outstanding on March 30, 2020 (as
reported in the Issuer's Form 10-K filed on that date).
Additionally, the 9.99% ownership cap encompasses all ownership
interests aggregated across all John Fife's entities. |
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1 |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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John M. Fife |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION |
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United States of America |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
5 |
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SOLE VOTING POWER |
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44,600,199* |
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6 |
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SHARED VOTING POWER |
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7 |
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SOLE DISPOSITIVE POWER |
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44,600,199* |
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8 |
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SHARED DISPOSITIVE POWER |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON |
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44,600,199* |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) |
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9.99*% |
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12 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) |
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IN |
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FOOTNOTES |
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* John Fife is the President of Fife Trading, Inc.,
which is the Manger of Iliad Management, LLC, which is the General
Partner of reporting person Iliad. Iliad has rights, under a
Promissory Note and subsequent amendment, to own an aggregate
number of shares of the Issuer’s common stock which, except for a
contractual cap on the amount of outstanding shares that Iliad may
own, would exceed such a cap. Iliad's current ownership cap is
9.99%. Thus, the number of shares of the Issuer's common stock
beneficially owned by Iliad as of the date of this filing was
44,600,199 shares, which is 9.99% of the 446,448,445 shares
outstanding on March 30, 2020 (as reported in the Issuer's Form
10-K filed on that date). Additionally, the 9.99% ownership cap
encompasses all ownership interests aggregated across all John
Fife's entities. |
Item 1.
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MGT
Capital Investments, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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512
S Mangum, Suite 408
Durham, NC 27701
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Item 2.
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(a)
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Name
of Person Filing
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This
report is filed by Iliad Research and Trading, LP, Iliad
Management, LLC, Fife Trading, Inc., and John M. Fife with respect
to the shares of Common Stock, $0.001 par value per share, of the
Issuer that are directly beneficially owned by Iliad Research and
Trading, LP and indirectly beneficially owned by the other
reporting and filing persons.
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(b)
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Address
of Principal Business Office or, if none, Residence
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303 East Wacker Drive, Suite 1040,
Chicago, IL 60601
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Iliad
Research and Trading, LP is a Utah limited partnership.
Iliad Management, LLC is a Delaware limited liability company.
Fife Trading, Inc. is an Illinois corporation.
John M. Fife is a United States citizen.
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(d)
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Title
of Class of Securities
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Common
Stock $0.001 par value per share
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
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(e)
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o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
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o
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
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(k)
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o
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A
group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Provide
the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned: 44,600,199
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(b)
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Percent
of class: 9.99%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote: 44,600,199
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(ii)
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Shared
power to vote or to direct the vote: 0
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(iii)
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Sole
power to dispose or to direct the disposition of:
44,600,199
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(iv)
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Shared
power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following o .
N/A
Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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N/A
Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company
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Item 8.
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Identification and Classification of Members of the
Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a
nomination under §240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Iliad Research and Trading,
LP
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Date:
April 29, 2020
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By:
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/s/
John M. Fife |
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Name: John
M. Fife |
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Title:
President |
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Iliad Management, LLC
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Date:
April 29, 2020
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By:
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/s/
John M. Fife |
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Name: John
M. Fife |
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Title:
President |
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Fife Trading, Inc.
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Date:
April 29, 2020
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By:
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/s/
John M. Fife |
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Name: John
M. Fife |
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Title:
President |
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Date:
April 29, 2020
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By:
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/s/
John M. Fife |
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Name: John
M. Fife |
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Attention:
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Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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