SC 13G: 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 September 8, 2017
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
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.
(Name
of Issuer)
Common Stock, $0.0001 par value per share
(Title
of Class of Securities)
56585W203
(CUSIP
Number)
September
7, 2017
(Date
of Event Which Requires Filing of This Statement)
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)
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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)
Mark
Groussman
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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
0
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BENEFICIALLY
OWNED
BY
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6
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SHARED VOTING
POWER
2,451,207
(1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE
POWER
0
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PERSON
WITH
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8
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SHARED DISPOSITIVE
POWER
2,451,207
(1)
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,451,207
(1)
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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
9.99% (based on
24,257,472 shares of common
stock outstanding as of August 9, 2017)
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12
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TYPE OF REPORTING
PERSON*
IN
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(1)
Represents (i)
2,196,600 shares of common stock held by Melechdavid, Inc.
(“Melechdavid”) and (ii) 254,607 shares of common stock
issuable upon exercise of warrants held by Erica and Mark Groussman Foundation Inc.
(“Foundation”). Excludes 505,393 shares of
common stock issuable upon exercise of warrants held by
Foundation which contain a 9.99%
beneficial ownership limitation. Mark Groussman is the
President of Melechdavid and the trustee of Foundation and in such
capacities has voting and dispositive power over the securities
held by such entities.
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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)
Melechdavid,
Inc.
|
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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
|
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
0
|
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BENEFICIALLY
OWNED
BY
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6
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SHARED VOTING
POWER
2,196,600(1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE
POWER
0
|
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PERSON
WITH
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8
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SHARED DISPOSITIVE
POWER
2,196,600(1)
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,196,600(1)
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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
9.05% (based on
24,257,472 shares of common
stock outstanding as of August 9, 2017)
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12
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TYPE OF REPORTING
PERSON*
IN
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(1)
Represents
2,196,600 shares of common stock held by Melechdavid. Mark
Groussman is the President of Melechdavid and in such capacity has
voting and dispositive power over the securities held by such
entity.
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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)
Erica and Mark
Groussman Foundation Inc.
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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
|
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NUMBER
OF
SHARES
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5
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SOLE VOTING
POWER
0
|
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BENEFICIALLY
OWNED
BY
|
6
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SHARED VOTING
POWER
760,000(1)
|
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EACH
REPORTING
|
7
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SOLE DISPOSITIVE
POWER
0
|
|
PERSON
WITH
|
8
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SHARED DISPOSITIVE
POWER
760,000(1)
|
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,000(1)
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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
3.04% (based on
24,257,472 shares of common
stock outstanding as of August 9, 2017)
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12
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TYPE OF REPORTING
PERSON*
IN
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(1)
Represents 760,000
shares of common stock issuable upon exercise of warrants held by
Foundation. Mark Groussman is
the trustee of Foundation and in such capacity has voting and
dispositive power over the securities held by such
entity.
Item
1(a).
Name of
Issuer:
Marathon Patent Group, Inc., a Nevada corporation
(“Issuer”).
Item
1(b).
Address of Issuer's
Principal Executive Offices:
11100 Santa Monica Boulevard, Suite 380
Los Angeles, California 90025
Item
2(a).
Name of Person
Filing.
The
statement is filed on behalf of Mark Groussman, Melechdavid and
Foundation (together, the “Reporting
Person”).
Item
2(b).
Address of
Principal Business Office or, if None, Residence.
5154 La Gorce Drive, Miami Beach, FL 33140
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: 2,451,207 (1)
(b)
Percent of class: 9.99% (based on 24,257,472 shares of common stock
outstanding as of August 9, 2017)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 2,451,207 (1)
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of: 2,451,207
(1)
(1)
Represents (i)
2,196,600 shares of common stock held by Melechdavid and (ii)
254,607 shares of common stock issuable upon exercise of warrants
held by Foundation. Excludes
505,393 shares of common stock issuable upon exercise of warrants
held by Foundation which contain a
9.99% beneficial ownership limitation. Mark Groussman is the
President of Melechdavid and the trustee of Foundation and in such
capacities has voting and dispositive power over the securities
held by such entities.
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.
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:
September 8, 2017
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By:
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/s/
Mark Groussman
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Mark
Groussman
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Melechdavid,
Inc.
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Date:
September 8, 2017
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By:
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/s/
Mark Groussman
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Mark
Groussman, President
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Erica
and Mark Groussman Foundation Inc.
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Date:
September 8, 2017
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By:
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/s/
Mark Groussman
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Mark
Groussman, Trustee
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