B. Riley Financial (RILY) Form 4 Arena / BRYANT R RILEY ownership change

SEC Form 4

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^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arena Group Holdings, Inc. [ AREN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.01 per share	08/10/2023(6)		C		15,180	A	$0(6)	29,342	I	By B. Riley Principal Investments, LLC(1)(2)(3)
Common Stock, par value $0.01 per share	08/10/2023(6)		C		119,370	A	$0(6)	5,323,282(7)	I	By BRF Investments, LLC(1)(2)(3)
Common Stock, par value $0.01 per share								1,588,642	D(4)
Common Stock, par value $0.01 per share								363,246	I	By B. Riley Securities, Inc.(1)(2)(3)
Common Stock, par value $0.01 per share								23,232	I	By Bryant R. Riley, as UTMA custodian for Abigail Riley(1)(3)
Common Stock, par value $0.01 per share								25,809	I	By Bryant R. Riley, as UTMA custodian for Charlie Riley(1)(3)
Common Stock, par value $0.01 per share								23,232	I	By Bryant R. Riley, as UTMA custodian for Susan Riley(1)(3)
Common Stock, par value $0.01 per share								23,232	I	By Bryant R. Riley, as UTMA custodian for Eloise Riley(1)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series H Preferred Stock, par value $0.01 per share	$0.33	08/10/2023(6)		C			110	08/19/2020	(5)	Common Stock, par value $0.01 per share	15,180(5)(6)	(6)	0(6)	I	By B. Riley Principal Investments, LLC(1)(2)(3)
Series H Preferred Stock, par value $0.01 per share	$0.33	08/10/2023(6)		C			865	08/19/2021	(5)	Common Stock, par value $0.01 per share	119,370(5)(6)	(6)	0(6)	I	By BRF Investments, LLC(1)(2)(3)

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley Securities, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRF Investments, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last) (First) (Middle)

11100 SANTA MONICA BLVD.

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Investments, LLC, a Delaware corporation ("BRFI"), and Bryant R. Riley.

2. BRF is the parent company of BRS, BRPI and BRFI. As a result, BRF may be deemed to indirectly beneficially own the securities of The Arena Group Holdings, Inc. (the "Issuer") held of record by BRS, BRPI and BRFI. BRF expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such Reporting Person's pecuniary interest therein.

3. Bryant R. Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held of record by BRS, BRPI and BRFI. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRS, BRPI and BRFI. Bryant R. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein.

4. Represents shares held directly by Bryant R. Riley.

5. Subject to the conversion limitation described in the next sentence, the reported security is convertible into common stock of the Issuer at any time, and has no expiration date, but is subject to mandatory conversion on the fifth anniversary of the issuance date. The reported security is subject to a conversion limitation that prohibits the Issuer from effecting a conversion of the reported security into common stock 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 common stock (or, upon notice by the holder, in excess of 9.99% of the common stock).

6. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation and to the Securities Purchase Agreement, entered into by the Issuer and each Holder on or about August 8, 2018, the Reporting Person's shares of Series H Preferred Stock were converted into shares of the Issuer's Common Stock on August 10, 2023. The number of shares of Common Stock that the Reporting Person received as a result of this mandatory conversation process reflected the reverse stock split of the Issuer's Common Stock effected by the Issuer in 2022 (i.e., 22 shares of Common Stock converts into 1 share of Common Stock).

7. Represents 1,000,000 shares of Common Stock previously held by BRS and subsequently transferred to BRFI.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	08/22/2023
	B. Riley Securities, Inc. by: /s/ Andrew Moore, Chief Executive Officer	08/22/2023
	B. Riley Principal Investments, LLC by: /s/ Kenneth Young, Chief Executive Officer	08/22/2023
	BRF Investments, LLC., by: /s/ Phillip Ahn, Authorized Signatory	08/22/2023
	/s/ Bryant R. Riley	08/22/2023
	** 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).
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