SEC FORM 4/A 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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
FICHTHORN JOHN

(Last) (First) (Middle)
225 LIBERTY STREET, 27TH FLOOR

(Street)
NEW YORK NY 10281

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/02/2021
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 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 09/01/2018 A 59,525 A $0.00 59,525 D
Common Stock 01/01/2019 A 208,333 A $0.00 267,858 D
Common Stock 02/06/2020 A 125,000 A $0.00 392,858 D
Common Stock 12/31/2020 C 320,395(5) A $0.33 713,253 D
Common Stock 01/01/2021 A 166,667 A $0.00 879,920 D
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
Convertible Debenture - Acquisition (6) 03/18/2019 A $100,000 03/18/2019 12/31/2020 Common Stock(6) (6) $0.00 $100,000 D
Options to purchase $0.46 04/10/2019 A V 967,280(1) (2) 04/10/2019 Common Stock 967,280 $0.00 967,280 D
Restricted Stock Units $0.00 06/05/2020 A V 750,000(3) (4) (4) Common Stock 750,000 $0.00 750,000 D
Convertible Debenture - Conversion (7) 12/31/2020 C $100,000 03/18/2019 12/31/2020 Common Stock(7) (7) $0.00 $0 D
Explanation of Responses:
1. 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.
2. The ability to exercise is subject to both: i) vesting conditions (1) 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
3. 250,000 vest on 12/31/20 subject to achievement of strategic goals to be set by the Board; 250,000 vest in 6 monthly installments beginning 1/1/2021; 125,000 vest on 12/31/20 if ABG good standing1(meaning that between the Date of Grant and December 31, 2020, the Issuer remains at all times in good standing with Authentic Brands Group and its affiliates ("ABG"), with "good standing" with ABG being deemed so long as no litigation is or has been initiated, or is in the view of the Board of Directors of the Issuer, imminent, between the Company and ABG); and 125,000 vest upon successful completion of the listing of the Issuer's common stock on a national securities exchange, provided that either (i) such listing is complete on or before March 31, 2021 or (ii) the Company is current in its periodic filings with the Securities and Exchange Commission by December 31, 2020;
4. No RSUs may vest or be exercised prior to both (i) the date on which the Issuer duly files an amendment to its certificate of incorporation to sufficiently increase its authorized common stock to permit the settlement in full of exercise of all convertible securities outstanding, and (ii) the date on which the Issuer's board of directors and stockholders have both duly approved an increase in the requisite number of shares of common stock available under the Plan sufficient to permit the immediate settlement in full of the RSUs.
5. Acquired as a result of Convertible Debenture conversion of both principal and interest, as agreed by shareholder and Issuer
6. Convertible Debenture acquisition with principal value of $100,000, with a $0.33 conversion price and a maturity date of 12/31/2020
7. Convertible Debenture disposition of both principal and interest
/s/ John Fichthorn 02/17/2021
** 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.