Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:*
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 88339B102
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY).
Mark E. Strome
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) ☐ (B) ☐
|
|
3
|
|
SEC USE
ONLY
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
|
|
5
|
|
SOLE
VOTING POWER
11,528,853 *
|
|
|
6
|
|
SHARED
VOTING POWER
0
|
|
|
7
|
|
SOLE
DISPOSITIVE POWER
11,528,853
*
|
|
|
8
|
|
SHARED DISPOSITIVE
POWER
0
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
11,528,853
*
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%**
|
|
12
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
*
|
Consists of (a) 9,291,198 shares of common stock of the issuer directly owned by certain trusts of which
Mark Strome is the trustee (the “Trusts”), Strome Mezzanine Fund, LP (“Fund I”), and Strome Mezzanine Fund II, LP (“Fund II” and, collectively with Fund I, the “Funds”); (b) a warrant owned by Fund I, which
gives Fund I the right to purchase 1,500,000 shares of common stock, and (c) the estimated number of shares that are currently convertible under the Series H convertible preferred stock of the issuer (the “Series H Stock”) held by the
Trusts and Fund I. The Series H Stock are convertible at the election of the holders, subject to a conversion limitation that prohibits the issuer from effecting a conversion of the Series H Stock if giving effect to the conversion would cause the
holders to beneficially own (together with its affiliates or any “group” members) in excess of 4.99% of the issuer’s common stock. Strome Investment Management, LP, a Delaware limited partnership (“SIM”), is the general
partner of the Funds, and Strome Group Inc., a Delaware corporation (“SG”), is the general partner of SIM. Mr. Strome is the President and CEO of SG. Each of SIM, SG and Mr. Strome may be deemed to beneficially own the securities
held by the Funds under Section 13(d) of the Securities Exchange Act of 1934.
|
|
**
|
Percentage ownership is based on 231,039,153 shares of the issuer’s common stock, which is equal to the
sum of (a) 229,539,153 shares of the issuer’s common stock outstanding as of December 31, 2020 based on information provided by the issuer in an email correspondence, and (b) 1,500,000 shares of the issuer’s common stock issuable upon
the exercise of the warrant directly owned by Fund I.
|
Page
3
of 6 Pages
Item 1.
theMaven, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
1500 Fourth Avenue, Suite 200
Seattle, WA 98101
Item 2.
|
|
(a)
|
Name of Person Filing
|
This Schedule 13G is being filed on behalf of Mr. Mark E. Strome (the “Reporting Person”).
|
|
(b)
|
Address of Principal Business office or, if None, Residence
|
1688 Meridian Ave, Suite 727
Miami Beach, FL 33139
The Reporting Person is a United States citizen.
|
|
(d)
|
Title of Class of Securities
|
Common Stock, $0.01 par value per share
88339B102
Item
3. 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:
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
|
(b)
|
|
☐
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
|
(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
|
(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
|
|
(e)
|
|
☐
|
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
|
|
|
|
|
|
|
|
|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
|
|
|
|
|
|
|
|
|
(g)
|
|
☐
|
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
|
|
|
|
(h)
|
|
☐
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
|
|
|
|
|
(i)
|
|
☐
|
|
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).
|
|
|
|
|
|
|
|
|
(j)
|
|
☐
|
|
Group in accordance with § 240.13d-1(b)(ii)(J).
|
Page
4
of 6 Pages
Item 4. Ownership
For the Reporting Person:
|
|
(a)
|
Amount beneficially owned: 11,528,853
|
|
|
(b)
|
Percent of class: 4.99% *
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 11,528,853
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 11,528,853
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
* The ownership percentage of the Reporting Person is calculated based on a total of 231,039,153 shares of the issuer’s common stock,
which is equal to the sum of (a) 229,539,153 shares of the issuer’s common stock outstanding as of December 31, 2020 based on information provided by the issuer in an email correspondence, and (b) 1,500,000 shares of the issuer’s
common stock issuable upon the exercise of the warrant directly owned by Fund I, a private investment vehicle managed indirectly by Mr. Strome as described in Item 6 below.
As of December 31, 2020, Fund II, a private investment vehicle managed indirectly by Mr. Strome as described in Item 6 below,
exercised its right to convert a 12% Senior Secured Subordinated Convertible Debenture (the “Debenture”) in the principal amount of $1,500,000 into 3,750,000 shares of the issuer’s common stock as of the conversion date at a price of
$0.40 per share. In addition, the issuer and Mr. Strome agreed to the payment in kind of the accrued interest in the amount of $348,456.83 due under the Debenture as of the conversion date at a price of $0.33 per share, equal to 1,055,930
shares of the issuer’s common stock.
The Reporting Person also has indirect beneficial ownership of an aggregate 6,400 shares
of the issuer’s Series H Stock as follows: the Trusts owns 1,600 shares of Series H Stock, and Fund I owns 4,800 shares of Series H Stock. Subject to the conversion limitation described below, the Series H Stock is convertible into the
issuer’s common stock at the election of the holder or automatically upon the fifth anniversary of the share issuance date. The amount of shares beneficially owned by the Reporting Person includes the estimated number of shares which are
currently convertible under the Series H Stock within the conversion limitation based on the total shares of common stock of the issuer specified above.
The Series H Stock are subject to a conversion limitation that prohibits the issuer from effecting a conversion of the securities if giving
effect to the conversion would cause the holder to beneficially own (together with its affiliates or any “group” members) in excess of 4.99% of the issuer’s common stock (or, upon notice by the holder, in excess of 9.99% of the common
stock). Absent this conversion limitation, at the election of the Reporting Person, the 6,400 shares of Series H Stock would be convertible into 19,393,938 shares of the issuer’s common stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class securities, check the following ☒
Page
5
of 6 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See Item 4 above.
Strome Investment Management, LP, a Delaware limited partnership (“SIM”), is the general partner of the Funds, and Strome Group
Inc., a Delaware corporation (“SG”), is the general partner of SIM. Mr. Strome is the President and CEO of SG, and the trustee of the Trusts. Mr. Strome may be deemed to beneficially own the reported shares held by the Funds and
the Trusts under Section 13(d) of the Securities Exchange Act of 1934. Each of SIM and SG may be deemed to beneficially own the reported securities held by the Funds under Section 13(d) of the Securities Exchange Act of 1934.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
|
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9.
Notice of Dissolution of Group.
N/A
Item 10. Certification:
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 or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page
6
of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 8, 2021
|
|
|
/s/ Mark E. Strome
MARK E. STROME
|