Amended Statement of Beneficial Ownership (sc 13d/a)
26 Julio 2018 - 3:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No.4 to
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
MGT
Capital Investments, Inc.
(Name
of issuer)
Common
Stock, Par Value $0.001 Per Share
(Title
of class of securities)
55302P202
(CUSIP
number)
Joseph
DiRenzo, Sr.
152
Horseshoe Road
Mill
Neck, NY 11745
(Name,
address and telephone number of person authorized to receive notices and communications)
July
24, 2017
(Date
of event which requires filing of this statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*
|
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 disclosures provided
in a prior cover page.
|
The
information required on 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).
CUSIP
No.
55302P202
(1)
|
Names
of reporting persons
Joseph
DiRenzo, Sr.
|
(2)
|
Check
the appropriate box if a member of a group (see instructions)
(a)
[ ] (b) [ ]
|
(3)
|
SEC
use only
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(4)
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Source
of funds (see instructions)
PF
|
(5)
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Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
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(6)
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Citizenship
or place of organization
United
States
|
Number
of
shares
beneficially
owned by
each
reporting
person
with:
|
(7)
|
Sole
voting power
4,400,000
(1)
|
(8)
|
Shared
voting power
|
(9)
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Sole
dispositive power
4,400,000
(1)
|
(10)
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Shared
dispositive power
|
(11)
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Aggregate
amount beneficially owned by each reporting person
(1)
4,400,000 (1)
|
(12)
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Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
|
(13)
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Percent
of class represented by amount in Row (11)
5.65%
(Based on 73,939,250 shares outstanding as of July 19, 2018, as reported in Amendment No. 1 to the Issuer’s Registration
Statement on form S-3 filed with the Securities and Exchange Commission on July 23, 2018)
|
(14)
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Type
of reporting person (see instructions)
IN
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(1)
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Represents
(i) 400,000 shares of the Issuer’s common stock owned by the reporting person, and (ii) 4,000,000 shares of common stock
issuable upon exercise of certain warrants by the reporting person. Please see Item 6 below for a more detailed description
of the transaction relating to the ownership of the reporting person.
|
Item
1. Security and Issuer
This
Schedule 13D amendment relates to shares of the common stock, $0.001 par value per share, and warrants to purchase common stock
of MGT Capital Investments, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office
of the Issuer is 512 S. Mangum Street, Suite 408, Durham, NC 27701.
Item
2. Identity and Background
|
(a)
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This
statement is being filed by Joseph DiRenzo, Sr. (the “Reporting Person”).
|
|
|
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(b)
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The
Reporting Person’s principal business address is 152 Horseshoe Road, Mill Neck, NY 11745.
|
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(c)
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The
Reporting Person is a private investor.
|
|
|
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(d)
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During
the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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|
|
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(e)
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Mr.
DiRenzo is a citizen of the United States
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Item
3. Source and Amount of Funds or Other Consideration
All
shares were purchased with the Reporting Person’s personal funds.
Item
4. Purpose of Transaction
This
Amendment No. 4 is being filed to update the percentage of common stock of the Issuer owned by the Reporting Person due to dilution
caused by the Issuer’s additional issuance of its common stock from time to time and the Reporting Person’s sale of
his shares of the Issuer’s common stock since the last amendment to the original Schedule 13D.
Item
5. Interest in Securities of the Issuer
|
(a)
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As
of the date hereof, the Reporting Person beneficially owns (i) 400,000 shares of the Issuer’s common stock and (ii)
warrants exercisable for 4,000,000 shares of the Issuer’s common stock issuable upon the exercise thereof. The warrants
contain an ownership limitation such that the holder may not convert or exercise any of such securities to the extent that
conversion or exercise would result in the holder’s beneficial ownership being in excess of 9.99%.
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(b)
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The
Reporting Person is deemed to hold sole voting and dispositive power over the shares of common stock and warrants described
above of the Issuer.
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(c)
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The
following transactions in the Issuer’s common stock were effected by the Reporting Persons during the past 60 days:
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Date of transaction
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Amount of Issuer’s common stock disposed at the transaction
|
|
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Price per share or unit
|
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Where and how the
transaction was effected
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7/24/2018
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80,000
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$
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1.02
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Sold to the public market
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7/17/2018
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94,500
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$
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0.76
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See above
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7/16/2018
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5,500
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$
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0.76
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See above
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7/3/2018
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20,000
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$
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0.82
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See above
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6/21/2018
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100,000
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$
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0.78
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See above
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6/20/2018
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121,500
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$
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0.94
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See above
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6/20/2018
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25,000
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$
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0.96
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See above
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6/19/2018
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53,500
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$
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1.01
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See above
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5/31/2018
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21,000
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$
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1.07
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See above
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5/31/2018
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75,000
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$
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1.10
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See above
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5/31/2018
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75,000
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$
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1.40
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See above
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5/31/2018
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25,000
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$
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1.15
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See above
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5/31/2018
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25,000
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$
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1.13
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See above
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5/31/2018
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25,000
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$
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1.12
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See above
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5/31/2018
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25,000
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$
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1.17
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See above
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5/31/2018
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25,000
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$
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1.18
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See above
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5/30/2018
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4,000
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$
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1.18
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See above
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(d)
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To
the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power
to direct the receipt of, dividends from or the proceeds from the sale of the securities reported in Item 5(a).
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On
September 12, 2017, the Reporting Person entered into a Securities Purchase Agreement (the “SPA”) with the Issuer
relating to the issuance and sale of a convertible note (the “Note”) with the principal amount of $480,000, convertible
at a per share price of $1.05, subject to adjustments. The Note bears an interest of 10% per annum and will be due on the twenty-four
(24) month anniversary after the purchase price is delivered to the Issuer. In connection with the SPA, the Reporting Person received
a warrant to purchase 1,000,000 shares of the Company’s common stock with an initial exercise price of $2 per share. The
warrant is exercisable for a term of five years from the initial issuance date. On September 19, 2017, the Reporting Person closed
the transaction contemplated by the SPA. On December 8, 2017, the Note was converted into 672,000 shares of the Issuer’s
common stock and thereafter cancelled on the Issuer’s book.
Item
7. Material to Be Filed as Exhibits
None.
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.
Dated:
July 26, 2018
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By:
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/s/
Joseph DiRenzo
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Joseph
DiRenzo, Sr.
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