Initial Statement of Beneficial Ownership (3)
December 04 2020 - 4:17PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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180 DEGREE CAPITAL CORP. /NY/ |
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/24/2020
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3. Issuer Name and Ticker or Trading Symbol
theMaven, Inc. [MVEN]
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(Last)
(First)
(Middle)
7 N. WILLOW STREET, SUITE 4B |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) ___X___ Other (specify below) / See Remarks |
(Street)
MONTCLAIR, NJ 07042
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series H Preferred Stock, par value $0.01 per share | 8/10/2018 | (1) | Common Stock, par value $0.01 per share | 4000000.0 | $0.33 (1) | D | |
Series I Preferred Stock, par value $0.01 per share | (2) | (2) | Common Stock, par value $0.01 per share | 10000000.0 | $0.5 (2) | D | |
Series J Preferred Stock, par value $0.01 per share | (3) | (3) | Common Stock, par value $0.01 per share | 1428571.0 (3) | $0.7 (3) | D | |
Series J Preferred Stock, par value $0.01 per share | (3) | (3) | Common Stock, par value $0.01 per share | 7500000.0 (3) | $0.7 (3) | I | See footnote (4) |
Explanation of Responses: |
(1) | The Issuer issued its Series H Convertible Preferred Stock, par value $0.01 per share (the "Series H Preferred Stock") at a stated value equal to$1,000 per share. The Series H Preferred Stock is convertible at the option of the holder, subject to a beneficial ownership limitation of 4.99%, at arate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.33. The beneficial ownership limitation may beincreased to up to 9.99% at the election of the applicable holder upon 60 days' prior notice to the Issuer. The Reporting Persons have made thiselection in respect of the Series H Preferred Stock as of the date of this filing. The Series H Preferred Stock does not have an expiration date. |
(2) | The Issuer issued it Series I Convertible Preferred Stock, par value $0.01 per share (the "Series I Preferred Stock") at a stated value equal to $1,000 per share. The shares of Series I Preferred Stock reported herein are only convertible into shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), if the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. Subject to the limitations on conversion described herein, the Series I Preferred Stock is convertible at a rate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.50. The Series I Preferred Stock does not have an expiration date. |
(3) | The Issuer issued it Series J Convertible Preferred Stock, par value $0.01 per share (the "Series J Preferred Stock") at a stated value equal to $1,000 per share. The shares of Series J Preferred Stock reported herein are only convertible into shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), if the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. Subject to the limitations on conversion described herein, the Series J Preferred Stock is convertible at a rate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.70. The Series J Preferred Stock does not have an expiration date. |
(4) | Shares held by a separately managed account managed by the Reporting Person (the "SMA"). The Reporting Person disclaims beneficial ownership of the shares held by the SMA except to the extent of its pecuniary interest therein. |
Remarks: This Form 3 is filed by 180 Degree Capital Corp. ("180"). 180 may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's voting securities. 180 disclaims beneficial ownership of the securities reported by each other member of the Section 13(d) group. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
180 DEGREE CAPITAL CORP. /NY/ 7 N. WILLOW STREET SUITE 4B MONTCLAIR, NJ 07042 |
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| See Remarks |
Signatures
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/s/ Daniel B. Wolfe, President | | 12/4/2020 |
**Signature of Reporting Person | Date |