FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
theMaven, Inc. [ MVEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/31/2020 | C | 3,750,000 | A | $0.4 | 8,235,268 | I | See Footnote(1) | ||
Common Stock | 12/31/2020 | C(2) | 1,055,930 | A | $0.33 | 9,291,198 | I | See Footnote(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
12% Senior Secured Subordinated Convertible Debenture | $0.33 | 12/31/2020 | J(2) | $348,456.83 | (3) | 12/31/2020 | Common Stock | 1,055,930 | (3) | $1,848,456.83 | I | See Footnote(1) | |||
12% Senior Secured Subordinated Convertible Debenture | $0.4 | 12/31/2020 | C | $1,500,000 | (3) | 12/31/2020 | Common Stock | 3,750,000 | $0.00 | 0 | I | See Footnote(1) | |||
12% Senior Secured Subordinated Convertible Debenture | $0.33 | 12/31/2020 | C(2) | $348,456.83 | (3) | 12/31/2020 | Common Stock | 1,055,930 | $0.00 | 0 | I | See Footnote(1) |
Explanation of Responses: |
1. The reported security is owned directly by Strome Mezzanine Fund II, LP (the "Fund"). Strome Investment Management, L.P. ("SIM") is the general partner of the Fund and may be deemed to beneficially own the reported security under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Strome Group Inc. ("SG") is the general partner of SIM and may also be deemed to beneficially own the reported security under Section 13(d) of the Exchange Act. Mark E. Strome is the President and CEO of SG and may also be deemed to beneficially own the reported security under Section 13(d) of the Exchange Act. SIM, SG and Mr. Strome disclaim beneficial ownership of the reported security for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the security. The Fund, SIM, SG and Mr. Strome are hereby referred to as the "Reporting Persons". |
2. The Issuer and the Reporting Persons agreed to the payment in kind of the accrued interest in the amount of $348,456.83 due under the 12% Senior Secured Subordinated Convertible Debenture as of the conversion date at a price of $0.33 per share, which was approved by the issuer's board of directors. |
3. Subject to the Issuer increasing its authorized shares of common stock, which occurred on December 18, 2020, the reported security was convertible into common stock at the option of the Fund at any time on or prior to the maturity date on December 31, 2020. |
Remarks: |
/s/Mark E. Strome | 01/05/2020 | |
/s/Mark E. Strome, Signature as Authorized Person of each Reporting Person | 01/05/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |