SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 14, 2014
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 5
To
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
MARATHON PATENT GROUP, INC.
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
56585W203
December 31, 2013
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
1
CUSIP No. 56585W203
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Honig
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
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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
United States
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NUMBER OF SHARES
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5
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SOLE VOTING POWER
111,955 (1)
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
289,205 (2)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
111,955 (1)
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PERSON WITH
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8
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SHARED DISPOSITIVE POWER
289,205 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,160 (1) (2)
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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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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.46% (based on 5,339,593 shares of common stock outstanding as of February 14, 2014)
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12
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TYPE OF REPORTING PERSON*
IN
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(1)
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Includes 102,339 shares of common stock and 9,616 shares of common stock underlying warrants with an exercise price of $6.50 per share.
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(2)
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Includes 40,997 shares of common stock held by GRQ Consultants, Inc. (“GRQ”), 121,933 shares of common stock held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”), 14,423 shares of common stock underlying warrants with an exercise price of $6.50 per share held by GRQ 401k Plan, 63,030 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”), 37,320 shares of common stock held by GRQ Consultants, Inc. Roth 401k Plan (“GRQ Roth 401k Plan”), 8,654 shares of common stock underlying warrants with an exercise price of $7.80 per share held by GRQ Roth 401k Plan and 2,848 shares of common stock underlying warrants with an exercise price of $6.50 per share held by GRQ Roth 401k Plan. Mr. Honig is the President of GRQ and the trustee of GRQ 401k Plan, GRQ Defined Plan and GRQ Roth 401k Plan and is deemed to hold voting and dispositive power over shares held by such entities.
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2
CUSIP No. 56585W203
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ Consultants, Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF SHARES
|
5
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SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
40,997
|
|
EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
0
|
|
PERSON WITH
|
8
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SHARED DISPOSITIVE POWER
40,997
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,997
|
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.77% (based on 5,339,593 shares of common stock outstanding as of February 14, 2014)
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12
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TYPE OF REPORTING PERSON*
CO
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3
CUSIP No. 56585W203
|
1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ Consultants, Inc. 401k Plan
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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NUMBER OF SHARES
|
5
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SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
136,356 (1)
|
|
EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
0
|
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
136,356 (1)
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,356 (1)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.28% (based on 5,339,593shares of common stock outstanding as of February 14, 2014)
|
|
12
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TYPE OF REPORTING PERSON*
OO
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(1) Includes 121,933 shares of common stock held by GRQ 401k Plan and 14,423 shares of common stock underlying warrants with an exercise price of $6.50 per share held by GRQ 401k Plan.
4
CUSIP No. 56585W203
|
1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ Consultants, Inc. Defined Benefit Plan
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
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SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
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NUMBER OF SHARES
|
5
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SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
63,030
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|
EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
0
|
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PERSON WITH
|
8
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SHARED DISPOSITIVE POWER
63,030
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,030
|
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.18% (based on 5,339,593shares of common stock outstanding as of February 14, 2014)
|
|
12
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TYPE OF REPORTING PERSON*
OO
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5
CUSIP No. 56585W203
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GRQ Consultants, Inc. Roth 401k Plan
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
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SHARED VOTING POWER
48,822 (1)
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EACH
REPORTING
|
7
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SOLE DISPOSITIVE POWER
0
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PERSON WITH
|
8
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SHARED DISPOSITIVE POWER
48,822 (1)
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,822 (1)
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.70% (based on 5,339,593shares of common stock outstanding as of February 14, 2014)
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12
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TYPE OF REPORTING PERSON*
OO
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(1) Includes 37,320 shares of common stock held by GRQ Consultants, Inc. Roth 401k Plan (“GRQ Roth 401k Plan”), 8,654 shares of common stock underlying warrants with an exercise price of $7.80 per share held by GRQ Roth 401k Plan and 2,848 shares of common stock underlying warrants with an exercise price of $6.50 per share held by GRQ Roth 401k Plan.
6
Item 1(a). Name of Issuer:
Marathon Patent Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2331 Mill Road, Suite 100, Alexandria, VA 22314
Item 2(a). Name of Person Filing.
The statement is filed on behalf of Barry Honig, GRQ Consultants, Inc. (“GRQ”), GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”), GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”) and GRQ Consultants, Inc. Roth 401k Plan (“GRQ Roth 401k Plan”).
Item 2(b). Address of Principal Business Office or, if None, Residence.
555 South Federal Highway #450, Boca Raton, FL 33432
Item 2(c). Citizenship.
United States/Florida
Item 2(d). Title of Class of Securities.
Common Stock, par value $0.0001.
Item 2(e). CUSIP Number.
56585W203
Item 3. Type of Person
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 401,160 (1).
(b) Percent of class: 7.46% (based on 5,339,593shares of common stock outstanding as of February 14, 2014).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 111,955 (1).
(ii) Shared power to vote or to direct the vote: 289,205 (2).
(iii) Sole power to dispose or to direct the disposition of: 111,955 (1).
(iv) Shared power to dispose or to direct the disposition of: 289,205 (2).
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(1)
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Includes 102,339 shares of common stock and 9,616 shares of common stock underlying warrants with an exercise price of $6.50 per share.
|
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(2)
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Includes 40,997 shares of common stock held by GRQ Consultants, Inc. (“GRQ”), 121,933 shares of common stock held by GRQ Consultants, Inc. 401k Plan (“GRQ 401k Plan”), 14,423 shares of common stock underlying warrants with an exercise price of $6.50 per share held by GRQ 401k Plan, 63,030 shares of common stock held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined Plan”), 37,320 shares of common stock held by GRQ Consultants, Inc. Roth 401k Plan (“GRQ Roth 401k Plan”), 8,654 shares of common stock underlying warrants with an exercise price of $7.80 per share held by GRQ Roth 401k Plan and 2,848 shares of common stock underlying warrants with an exercise price of $6.50 per share held by GRQ Roth 401k Plan. Mr. Honig is the President of GRQ and the trustee of GRQ 401k Plan, GRQ Defined Plan and GRQ Roth 401k Plan and is deemed to hold voting and dispositive power over shares held by such entities.
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7
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
8
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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Date: February 14, 2014
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By:
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/s/ Barry Honig
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Barry Honig
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GRQ Consultants, Inc.
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Date: February 14, 2014
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By:
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/s/ Barry Honig
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Barry Honig
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GRQ Consultants, Inc. 401k Plan
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Date: February 14, 2014
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By:
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/s/ Barry Honig
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Barry Honig
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GRQ Consultants, Inc. Defined Benefit Plan
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Date: February 14, 2014
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By:
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/s/ Barry Honig
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Barry Honig
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GRQ Consultants, Inc. Roth 401K Plan FBO Barry Honig
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Date: February 14, 2014
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By:
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/s/ Barry Honig
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Barry Honig
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