Statement of Changes in Beneficial Ownership (4)
January 04 2021 - 4:26PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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. Issuer Name and Ticker or Trading Symbol
theMaven, Inc.
[
MVEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
7 N. WILLOW STREET, SUITE 4B |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2020 |
(Street)
MONTCLAIR, NJ 07042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share | 12/18/2020 (1) | | C(1) | | 10000000 (1) | A | $0.50 (1) | 10000000 | D | |
Common Stock, par value $0.01 per share | 12/18/2020 (2) | | C(2) | | 1429000 (2) | A | $0.70 (2) | 11429000 | D | |
Common Stock, par value $0.01 per share | 12/18/2020 (2) | | C(2) | | 7500000 (2) | A | $0.70 (2) | 7500000 | I | See footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Series I Preferred Stock, par value $0.01 per share | $0.5 | 12/18/2020 (1) | | C (1) | | | 5000 (1) | (1) | (1) | Common Stock, par value $0.01 per share | 10000000.0 (1) | $0 | 0 | D | |
Series J Preferred Stock, par value $0.01 per share | $0.7 | 12/18/2020 (2) | | C (2) | | | 1000 (2) | (2) | (2) | Common Stock, par value $0.01 per share | 1429000.0 (2) | $0 | 0 | D | |
Series J Preferred Stock, par value $0.01 per share | $0.7 | 12/18/2020 (2) | | C (2) | | | 5250 (2) | (2) | (2) | Common Stock, par value $0.01 per share | 7500000.0 (2) | $0 | 0 | I | See footnote (3) |
Explanation of Responses: |
(1) | The Issuer issued its 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. Pursuant to the terms of the Series I Preferred Stock, each share of Series I Preferred Stock automatically converts into shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") at a rate equal to the stated value of $1,000 per share divided by the conversion price of $0.50 per share and rounded up for any fractional shares in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock. On December 18, 2020, the Issuer filed such an amendment with the Delaware Secretary of State, and accordingly, all shares of Series I Preferred Stock held directly or indirectly by the Reporting Person automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series I Preferred Stock did not have an expiration date. |
(2) | The Issuer issued its 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. Pursuant to the terms of the Series J Preferred Stock, each share of Series J Preferred Stock automatically converts into shares of the Issuer's Common Stock at a rate equal to the stated value of $1,000 per share divided by the conversion price of $0.70 per share and rounded up for any fractional shares in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock. On December 18, 2020, the Issuer filed such an amendment with the Delaware Secretary of State, and accordingly, all shares of Series J Preferred Stock held directly or indirectly by the Reporting Person automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series J Preferred Stock did not have an expiration date. |
(3) | 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 4 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 | | 1/4/2021 |
**Signature of Reporting Person | Date |