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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Zahut Roi Zion

(Last)

(First)

(Middle)

C/O MOHAWK GROUP HOLDINGS, INC.

37 EAST 18TH STREET, 7TH FLOOR

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/12/2019

3. Issuer Name and Ticker or Trading Symbol
Mohawk Group Holdings, Inc. [ MWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	134,123⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾⁽³⁾	06/12/2029	Common Stock	69,230	10	D

Explanation of Responses:

1. Comprised of (a) 64,982 shares of restricted common stock granted pursuant to the Issuer's 2018 Equity Incentive Plan that are subject to vesting, and (b) 69,141 shares of restricted common stock granted pursuant to the Issuer's 2019 Equity Plan that are subject to vesting. The shares of restricted common stock granted pursuant to the Issuer's 2018 Equity Incentive Plan shall vest on the one year anniversary of the closing of the Issuer's initial public offering and the shares of restricted common stock granted pursuant to the 2019 Equity Plan shall vest in four equal installments on the 6, 12, 18 and 24 month anniversaries of the closing of the Issuer's initial public offering.

2. 1/3rd of the number of shares subject to the option shall vest on January 15, 2019 and 1/36th of the number of shares subject to the option shall vest following each one month period thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

3. All of the unvested shares subject to the option shall vest upon either: (i) the accumulation, by means of any transaction or series of related transactions, whether directly or indirectly, beneficially or of record, by any individual and/or entity of more than 50% the outstanding shares of common stock of the Issuer, whether by merger, consolidation, sale or other transfer of shares of the Issuer's common stock, so long as the holders of the Issuer's common stock, immediately after such transaction or series of transactions, hold less than 50% of the common stock of the Issuer or the voting securities of the surviving or acquiring entity or (ii) a sale of all or substantially all of the assets of the Issuer, which may include a license transaction.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Roi Zahut	06/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                               POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Yaniv Sarig, Fabrice Hamaide and Joseph A. Risico, signing singly, the
undersigned's true and lawful attorney-in-fact and agent to:

(1)    execute for and on behalf of the undersigned, an officer, director and/or
holder of 10% or more of a registered class of securities of Mohawk Group
Holdings, Inc., a Delaware corporation (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder;

(2)    do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 and 5,
complete and execute any amendment or amendments thereto, and timely file such
forms or amendments with the United States Securities and Exchange Commission
and any stock exchange or similar authority, as required; and

(3)    take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of any such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect with respect to the
undersigned until the earliest to occur of (a) such date that the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, or (b) the
revocation by the undersigned in a signed writing delivered to the Company and
the foregoing attorneys-in-fact. This Power of Attorney shall terminate with
respect to each of the foregoing attorneys-in-fact at such time as such
attorney-in-fact is no longer employed by the Company or any of its
subsidiaries.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of June, 2019.


/s/ Roi Zahut
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Signature


Roi Zahut
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Print Name