The Arena Group Holdings, Inc. (AREN) Form 3 theMaven / Ross Levinsohn ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Levinsohn Ross

(Last) (First) (Middle)

225 LIBERTY STREET, 27TH FLOOR

(Street)

NEW YORK NY 10281

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2020

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	245,434	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to purchase	(1)	04/10/2029	Common Stock	532,004	0.46	D
Option to purchase	(2)	06/19/2029	Common Stock	2,000,000	0.42	D
Option to purchase	(3)	09/16/2029	Common Stock	2,000,000	0.81	D

Explanation of Responses:

1. The option shall be subject to vesting (i) based on the achievement by the Issuer of stock price and liquidity targets and (ii) a concurrent 36-month vesting period with a 12-month cliff. The ability to exercise is subject to both: i) vesting conditions (listed in the preceding sentence) and ii) the Issuer's Board of Directors approving a requisite increase in authorized shares of common stock, after the date the grant was issued, that would apply to this grant.

2. 1/3 vest after 1 year. Balance vests monthly over next 2 years. Grant is pending an amendment to the Issuer's Certificate of Incorporation increasing the number of authorized shares of Common Stock to allow for exercise of the grant.

3. 1/3 vest after 1 year. Balance vests monthly over next 2 years. Grant is pending an amendment to the Issuer's Certificate of Incorporation increasing the number of authorized shares of Common Stock to allow for exercise of the grant.

	/s/ Ross Levinsohn	12/29/2020
	** 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 5 (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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