morgan_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
MORGAN GROUP HOLDING CO.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
 
61735R104
(CUSIP Number)
 
 
January 25, 2011
(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).
 
 
 
 
 
 CUSIP NO. 61735R104
    
 
1
NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Gottlieb Jay
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 (a) o  (b) ¨
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
EPORTING PERSON
WITH
5
SOLE VOTING POWER
 
305,322
6
SHARED VOTING POWER
 
n/a
7
SOLE DISPOSITIVE POWER
 
305,322
8
SHARED DISPOSITIVE POWER
 
n/a
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
305,322
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
12
TYPE OF REPORTING PERSON
 
IN
 
 
FOOTNOTES
 
 
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Item 1.

 
(a)
Name of Issuer
   
MORGAN GROUP HOLDING CO.

 
(b)
Address of Issuer’s Principal Executive Offices
   
401 Theodore Fremd Avenue
Rye, New York 10580

Item 2.

 
(a)
Name of Person Filing
   
Jay Gottlieb

 
(b)
Address of Principal Business Office or, if none, Residence
   
27 Misty Brook Lane
New Fairfield, CT  06812

 
(c)
Citizenship
   
USA

 
(d)
Title of Class of Securities
   
Common Stock

 
(e)
CUSIP Number
   
61735R104
 
Item 3.
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:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. o78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
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);

 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
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Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 605,322

 
(b)
Percent of class: 9.9%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 305,322

 
(ii)
Shared power to vote or to direct the vote: n/a

 
(iii)
Sole power to dispose or to direct the disposition of: 305,322

 
(iv)
Shared power to dispose or to direct the disposition of: n/a

Item 5.
Ownership of Five Percent or Less of a Class
 
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 .
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Item 8.
Identification and Classification of Members of the Group
 
Item 9.
Notice of Dissolution of Group
 
Item 10.
Certification
   
 
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.
 
 
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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.
 
 
     
       
Date : January 25, 2011
By:
/s/  Jay Gottlieb
  
   
Name: Jay Gottelib
  
   
Title: 
  
       
 
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
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