| 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) 01/28/2018 | ||||||||||||||||||||||||||
| 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 | 10/01/2018 | A | 19,231 | A | $0.00 | 19,231 | D | |||
| Common Stock | 01/01/2019 | A | 104,167 | A | $0.00 | 123,398 | D | |||
| Common Stock | 02/06/2020 | A | 62,500 | A | $0.00 | 185,898 | D | |||
| Common Stock | 01/01/2021 | A | 83,333 | A | $0.00 | 269,231 | D | |||
| 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 | ||||||||
| Options to purchase | $2.33 | 01/28/2018 | A | 41,250 | 03/31/2018(1) | 01/28/2028 | Common Stock | 41,250 | $0.00 | 41,250 | D | ||||
| Options to purchase | $0.46 | 04/10/2019 | A | V | 241,820(2) | (3) | 04/10/2029 | Common Stock | 241,820 | $0.00 | 241,820 | D | |||
| Explanation of Responses: |
| 1. 7,500 vest on 3/31/18, 11,250 on each of 6/30/18, 9/30/18 and 12/31/18. |
| 2. Vesting is a combined overlay of Time-based, Stock-Price-based, and Stock-Listing-based conditions. Time-based vesting is 1/3 vest after 1 year, with the balance monthly over next 2 years. Stock-Price vesting is a potential downward adjustment to the otherwise Time-based vested shares, where such adjustment is based on the rolling 45-day Volume Weighted Average Price set against specific price targets. Stock Listing vesting means that no otherwise Time-based and Stock Price-based vested shares are actually deemed as vested unless the Issuer's common stock is listed on a national securities exchange registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934. |
| 3. The ability to exercise is subject to both: i) vesting conditions (2) and ii) the Issuer's shareholders approving a requisite increase in authorized shares of common stock, after the date the grant was issued, that would apply to this grant |
| /s/ David F Bailey | 02/01/2021 | |
| ** 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. | ||
