<SEC-DOCUMENT>0000899243-19-016703.txt : 20190612
<SEC-HEADER>0000899243-19-016703.hdr.sgml : 20190612
<ACCEPTANCE-DATETIME>20190612201942
ACCESSION NUMBER:		0000899243-19-016703
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20190612
FILED AS OF DATE:		20190612
DATE AS OF CHANGE:		20190612

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			LIU STEPHEN H
		CENTRAL INDEX KEY:			0001478592

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38937
		FILM NUMBER:		19894714

	MAIL ADDRESS:	
		STREET 1:		C/O MOHAWK GROUP HOLDINGS, INC.
		STREET 2:		37 EAST 18TH STREET, 7TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mohawk Group Holdings, Inc.
		CENTRAL INDEX KEY:			0001757715
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC HOUSEWARES & FANS [3634]
		IRS NUMBER:				831739858
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		37 EAST 18TH STREET
		STREET 2:		7TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003
		BUSINESS PHONE:		(347)676-1681

	MAIL ADDRESS:	
		STREET 1:		37 EAST 18TH STREET
		STREET 2:		7TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2019-06-12</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001757715</issuerCik>
        <issuerName>Mohawk Group Holdings, Inc.</issuerName>
        <issuerTradingSymbol>MWK</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001478592</rptOwnerCik>
            <rptOwnerName>LIU STEPHEN H</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O MOHAWK GROUP HOLDINGS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>37 EAST 18TH STREET, 7TH FLOOR</rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10003</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>288461</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By IFG Health, Inc.</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>9.72</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2023-12-28</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>38461</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The reported securities may be deemed beneficially owned by the Reporting Person as the control person of IFG Health, Inc. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.</footnote>
        <footnote id="F2">1/36th of the shares subject to the option vested or shall vest following each one month period of service after September 19, 2018, subject to the Reporting Person's continued service to the Issuer through each such vesting date. All of the unvested shares subject to the option shall vest if the Reporting Person no longer serves on the board of directors of the Company (the &quot;Board&quot;) other than as a result of the Reporting Person's resignation from the Board.</footnote>
    </footnotes>

    <remarks>Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Stephen Liu, M.D.</signatureName>
        <signatureDate>2019-06-12</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                                                                      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 5th day of June, 2019.


/s/ Stephen Liu, M.D.
----------------------------------------
Signature


Stephen Liu, M.D.
----------------------------------------
Print Name
</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
