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CUSIP NO.
61735R104
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1
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NAME
OF REPORTING PERSON:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Gottlieb
Jay
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o (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
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
252,360
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6
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SHARED
VOTING POWER
n/a
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7
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SOLE
DISPOSITIVE POWER
252,360
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8
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SHARED
DISPOSITIVE POWER
n/a
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,360
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
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12
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TYPE
OF REPORTING PERSON
IN
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FOOTNOTES
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(a)
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Name
of Issuer
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MORGAN
GROUP HOLDING CO.
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(b)
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Address
of Issuer’s Principal Executive Offices
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401
Theodore Fremd Avenue
Rye,
New York 10580
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(a)
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Name
of Person Filing
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Jay
Gottlieb
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(b)
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Address
of Principal Business Office or, if none, Residence
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27
Misty Brook Lane
New
Fairfield, CT 06812
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(c)
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Citizenship
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USA
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(d)
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Title
of Class of Securities
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Common
Stock
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(e)
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CUSIP
Number
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61735R104
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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. o78c).
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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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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned: 252,360
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(b)
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Percent
of class: 8.3%
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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: 252,360
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(ii)
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Shared
power to vote or to direct the vote: n/a
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(iii)
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Sole
power to dispose or to direct the disposition of: 252,360
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(iv)
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Shared
power to dispose or to direct the disposition of: n/a
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Item
5.
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Ownership
of Five Percent or Less of a Class
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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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 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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Date:
February 11, 2010
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By:
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/s/
Jay Gottlieb
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Name: Jay
Gottelib
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Title:
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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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