| 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)
| 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) 08/19/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 08/20/2020 | 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 | ||||||
| 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 | ||||||||
| Series H Convertible Preferred Stock | $0.33 | 08/19/2020 | P | 82.5 | (7) | (7) | Common Stock | (8) | $1,212.12(1) | 8,132.5(2)(3) | I | See Footnotes(4)(6) | |||
| Series H Convertible Preferred Stock | $0.33 | 08/20/2020 | P | 412.5 | (7) | (7) | Common Stock | (8) | $1,212.12(1) | 8,545(2)(3) | I | See Footnotes(5)(6) | |||
| Series H Convertible Preferred Stock | $0.33 | 10/29/2020 | J(2)(3) | 82.5 | (2)(3) | (2)(3) | Common Stock | (2)(3) | (2)(3) | 8,462.5 | I | See Footnotes(2)(3)(6) | |||
| Series H Convertible Preferred Stock | $0.33 | 10/29/2020 | J(2)(3) | 412.5 | (2)(3) | (2)(3) | Common Stock | (2)(3) | (2)(3) | 8,050 | I | See Footnotes(2)(3)(6) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Due to a scrivener's error, the original Form 4, as filed on August 21, 2020, inadvertently listed the stated value per share of the reported shares of Series H Convertible Preferred Stock (the "Series H Stock") instead of the purchase price paid per share for the reported Series H Stock, which is reflected in this Amendment. |
| 2. This Amendment reports the rescission on October 29, 2020 of (a) the purchase of the 82.5 shares of Series H Stock on August 19, 2020 by Strome Alpha Fund, L.P. (the "Alpha Fund") and (b) the purchase of the 412.5 shares of Series H Stock on August 20, 2020 by Strome Mezzanine Fund, LP (collectively with the Alpha Fund, the "Funds"), each of which was reported in the original Form 4. The purchases of the reported Series H Stock (the "Rescinded Stock") were rescinded by the mutual agreement of the issuer and the Funds for the purpose of resolving certain disputes that had arisen between the issuer and the Reporting Persons (as defined below) in connection with the original transactions. Pursuant to the rescission agreement among the parties, the purchases of the Rescinded Stock have been deemed null and void ab initio by the issuer as if the original transaction documents were never entered into by the Funds and the purchases of the Rescinded Stock had never occurred. |
| 3. (Continued from Footnote 2) In connection with the rescission and voiding of these purchases, each Fund was refunded its original purchase price for the Rescinded Stock and surrendered the Rescinded Stock to the issuer for cancellation, as a result of which the issuer and each Reporting Person have been placed in the position it was in with respect to the ownership of the Rescinded Stock immediately prior to such transactions. |
| 4. The reported securities are owned directly by the Alpha Fund. |
| 5. The reported securities are owned directly by the Mezzanine Fund. |
| 6. Strome Investment Management, L.P. ("SIM") is the general partner of the Funds. Strome Group Inc. ("SG") is the general partner of SIM, and Mark E. Strome is the President and CEO of SG. Each of SIM, SG and Mr. Strome may be deemed to beneficially own the reported securities held by the Funds under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), and hereby disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of its or his respective pecuniary interest in the reported securities. The Funds, SIM, SG and Mr. Strome are hereby referred to as the "Reporting Persons". |
| 7. Subject to the conversion limitation (described in note 8), the reported securities are convertible into common stock of the issuer at any time, and has no expiration date, but are subject to mandatory conversion on the fifth anniversary of the original issuance date. |
| 8. The reported securities are subject to a conversion limitation that prohibits the issuer from effecting a conversion of the reported securities 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). As beneficial owners of more than 10% of the common stock, the Reporting Persons are effectively barred from converting the reported securities into additional shares of common stock. Absent this conversion limitation, the reported securities held by the Funds would be convertible into 1,500,000 shares of the issuer's common stock at the election of the Funds. |
| Remarks: |
| /s/Mark E. Strome | 11/02/2020 | |
| /s/Mark E. Strome | 11/02/2020 | |
| ** 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. | ||
