BRC Partners Opportunity Fund Form 4/A theMaven / 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

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
theMaven, Inc. [ MVEN ]

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)
12/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/04/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/18/2020⁽⁴⁾		C⁽⁴⁾		21,792,250⁽⁴⁾⁽¹⁰⁾	A	$0.7⁽⁴⁾	21,792,250⁽¹⁰⁾	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.01 per share	12/30/2020⁽⁵⁾⁽⁶⁾		C⁽⁵⁾⁽⁶⁾		285,000⁽⁵⁾⁽⁶⁾	A	$0.4⁽⁶⁾	22,077,250⁽¹⁰⁾	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock, par value $0.01 per share	12/30/2020⁽⁶⁾		C⁽⁶⁾⁽⁷⁾		66,207⁽⁶⁾⁽⁷⁾	A	$0.4⁽⁶⁾	22,143,457⁽¹⁰⁾	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾
Common Stock, par value $0.01 per share	12/30/2020⁽⁵⁾⁽⁶⁾		C⁽⁵⁾⁽⁶⁾		29,929,714⁽⁵⁾⁽⁶⁾	A	$0.33⁽⁶⁾	52,073,171⁽¹⁰⁾	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock, par value $0.01 per share	12/30/2020⁽⁶⁾		C⁽⁶⁾⁽⁸⁾		8,095,169⁽⁶⁾⁽⁸⁾	A	$0.33⁽⁶⁾	60,168,340⁽¹⁰⁾	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁸⁾
Common Stock, par value $0.01 per share	12/18/2020⁽⁴⁾		C⁽⁴⁾		1,780,534⁽⁴⁾⁽¹⁰⁾	A	$0.7⁽⁴⁾	1,780,534⁽¹⁰⁾	I	By BRC Partners Opportunity Fund, LP⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock, par value $0.01 per share	12/30/2020⁽⁵⁾⁽⁶⁾		C⁽⁵⁾⁽⁶⁾		4,590,067⁽⁵⁾⁽⁶⁾	A	$0.33⁽⁶⁾	6,370,601⁽¹⁰⁾	I	By BRC Partners Opportunity Fund, LP⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾⁽⁶⁾
Common Stock, par value $0.01 per share	12/30/2020⁽⁶⁾		C⁽⁶⁾⁽⁹⁾		1,241,488⁽⁶⁾⁽⁹⁾	A	$0.33⁽⁶⁾	7,612,089⁽¹⁰⁾	I	By BRC Partners Opportunity Fund, LP⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series J Preferred Stock, par value $0.01 per share	$0.7⁽⁴⁾	12/18/2020⁽⁴⁾		C⁽⁴⁾			15,250⁽⁴⁾	12/18/2020⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	21,792,250⁽⁴⁾⁽¹⁰⁾	$0⁽⁴⁾	0⁽⁴⁾	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Series J Preferred Stock, par value $0.01 per share	$0.7⁽⁴⁾	12/18/2020⁽⁴⁾		C⁽⁴⁾			1,246⁽⁴⁾	12/18/2020⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	1,780,534⁽⁴⁾⁽¹⁰⁾	$0⁽⁴⁾	0⁽⁴⁾	I	By BRC Partners Opportunity Fund, LP⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BRC Partners Opportunity Fund, LP

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BRC Partners Management GP, LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. RILEY CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 800

(Street)

LOS ANGELES

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

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BRF Finance Co., LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 800

(Street)

LOS ANGELES

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

90025

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Finance Co., LLC, a Delaware limited liability company ("BRF Finance") and Bryant Riley.

2. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the securities of theMaven, Inc. (the "Issuer") held of record by BRPLP. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRPI. BRF Finance is a wholly owned subsidiary of BRF. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRF Finance. Each of BRF, BRPGP and BRCM 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 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 BRPLP, BRPI and BRF Finance. As a result, Bryant Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRPLP, BRPI and BRF Finance. Mr. 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. 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, 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 $0.70 per share 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 of record by BRPI and BRPLP automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series J Preferred Stock does not have an expiration date.

5. Pursuant to the terms of the 12% Senior Secured Subordinated Convertible Debentures of the Issuer (the "Convertible Debentures"), the principal amount of the Convertible Debentures may only be converted into shares of Common Stock 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, the Convertible Debentures held of record by BRPI and BRPLP became convertible on December 18, 2020.

6. On December 30, 2020, BRPI and BRPLP each executed Irrevocable Notices of Conversion (each, a "Conversion Notice"), pursuant to which BRPI and BRPLP elected to convert the principal amount of the Convertible Debentures held by them, respectively, into shares of Common Stock at a conversion price equal to (i) $0.33 in respect of the Convertible Debentures purchased on December 12, 2018 (the "2018 Convertible Debentures"), and (ii) $0.40 in respect of the Convertible Debentures purchased on March 18, 2019 (the "2019 Convertible Debentures"). Pursuant to the terms of the Conversion Notices (and notwithstanding the fact that the terms of the Convertible Debentures do not expressly provide for the conversion of accrued interest into Common Stock), each of BRPI and BRPLP elected to convert the interest due on the Convertible Debentures into shares of Common Stock at the same conversion rate and terms governing conversion of the principal amount of such Convertible Debentures, as applicable.

7. Represents $26,482.72 in accrued interest on the 2019 Convertible Debentures previously held of record by BRPI. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.40 on December 31, 2020.

8. Represents $2,671,405.75 in accrued interest on the 2018 Convertible Debentures previously held of record by BRPI. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.33 on December 31, 2020.

9. Represents $409,690.93 in accrued interest on the 2018 Convertible Debentures previously held of record by BRPLP. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.33 on December 31, 2020.

10. This Form 4 amends the Form 4 filed jointly by the Reporting Persons on January 4, 2021 in order to correct the number of shares of Common Stock issued to BRPI and BRPLP upon the automatic conversion of the shares of Series J Preferred Stock previously held of record by BRPI and BRPLP due to corrected rounding information provided to the Reporting Persons by the Issuer.

Remarks:

BRPLP, BRPGP, BRCM and BRF Finance, together with the other Reporting Persons and 180 Degree Capital Corp. ("180"), may be deemed to be members of a Section 13(d) group that collectively owns more than 10% of the Issuer's voting securities. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer held or beneficially owned by 180 and its affiliates

	B. RILEY FINANCIAL, INC. By: /s/ Bryant R. Riley Its: Co-Chief Executive Officer	02/02/2021
	BRC PARTNERS OPPORTUNITY FUND, LP By: /s/ Bryant R. Riley Its: Chief Investment Officer	02/02/2021
	BRC PARTNERS MANAGEMENT GP, LLC By: B. Riley Capital Management, LLC Its: Sole Member By: /s/ Bryant R. Riley Its: Chief Executive Officer	02/02/2021
	B. RILEY CAPITAL MANAGEMENT, LLC By: /s/ Bryant R. Riley Its: Chief Executive Officer	02/02/2021
	B. RILEY PRINCIPAL INVESTMENTS, LLC By: /s/ Daniel Shribman Its: President	02/02/2021
	BRF FINANCE CO., LLC By: /s/ Daniel Shribman Its: Chief Investment Officer	02/02/2021
	/s/ Bryant R. Riley	02/02/2021
	** Signature of Reporting Person	Date
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BRC Partners Opportunity Fund Form 4/AtheMaven / BRYANT R RILEY ownership change