Statement of Changes in Beneficial Ownership (4)
March 16 2021 - 11:53AM
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
*
Levinsohn Ross |
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)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
225 LIBERTY STREET, 27TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2021 |
(Street)
NEW YORK, NY 10281
(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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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 |
Options to purchase | $0.79 | 2/18/2021 | | A | | 2195122 | | 2/18/2021 (1) | 2/18/2031 | Common Stock | 2195122 | $0.00 | 2195122 | D | |
Options to purchase | $0.79 | 2/18/2021 | | A |
V
| 2195122 | | (2) | 2/18/2031 | Common Stock | 2195122 | $0.00 | 2195122 | D | |
RSU | (3) | 2/18/2021 | | A |
V
| 5121951 | | (4) | (4) | Common Stock | 5121951 | $0.00 | 5121951 | D | |
RSU | (3) | 2/18/2021 | | A |
V
| 5121951 | | (5) | (5) | Common Stock | 5121951 | $0.00 | 5121951 | D | |
Explanation of Responses: |
(1) | 1/3 of the shares associated with the option will vest immediately on the date of grant; 1/3 of the shares associated with the option will vest on August 26, 2021; 1/3 of the shares associated with the option will vest on August 26, 2022. |
(2) | The option shall be subject to vesting (i) based on the common stock of the Issuer being listed on a national securities exchange registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, and (ii) the concurrent achievement by the Issuer of stock price targets; or in the event that either a) the Issuer's Board of Directors choose not to list on an aforementioned exchange, or b) should the Issuer become a wholly private company; then options shall vest in accordance with the optionholder's executive employment agreement. |
(3) | Each RSU represents a contingent right to receive 1 share of the Issuer's common stock. |
(4) | 1/3 of the shares associated with the RSU shall vest on the earlier of: (1) 45 days following the date the Common Stock is listed on on a national securities exchange registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, (2) the date on which grantee's continuous service is terminated for any reason whatsoever, and (3) August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2022, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date. |
(5) | The RSU shall be subject to vesting (i) based on the common stock of the Issuer being listed on a national securities exchange registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, and (ii) the concurrent achievement by the Issuer of stock price targets; or in the event that either a) the Issuer's Board of Directors choose not to list on an aforementioned exchange, or b) should the Company become a wholly private company; then shares shall vest in accordance with the grantee's executive employment agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Levinsohn Ross 225 LIBERTY STREET, 27TH FLOOR NEW YORK, NY 10281 | X |
| Chief Executive Officer |
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Signatures
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/s/ Ross Levinsohn | | 3/16/2021 |
**Signature of Reporting Person | Date |