| 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)
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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) 06/01/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/29/2020 |
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 | ||||||
| Common Stock | 06/01/2019 | F(1) | 68,321 | D | $0.45(2) | 865,676 | D | |||
| Common Stock | 06/01/2019 | F(3) | 853 | D | $0.45(2) | 24,390 | I(4) | See footnote | ||
| Common Stock | 09/30/2019 | F(5) | 78,063 | D | $0.775(6) | 787,613 | D | |||
| Common Stock | 09/30/2019 | F(7) | 1,266 | D | $0.775(6) | 23,124 | I(4) | See footnote | ||
| Common Stock | 02/01/2020 | F(8) | 83,629 | D | $0.819(9) | 703,984 | D | |||
| Common Stock | 02/01/2020 | F(10) | 1,281 | D | $0.819(9) | 21,843 | I(4) | See footnote | ||
| Common Stock | 06/01/2020 | F(11) | 79,116 | D | $0.478(12) | 624,868 | D | |||
| Common Stock | 06/01/2020 | F(13) | 990 | D | $0.478(12) | 20,853 | I(4) | See footnote | ||
| Common Stock | 10/01/2020 | F(14) | 81,306 | D | $0.863(15) | 543,562 | D | |||
| Common Stock | 10/01/2020 | F(16) | 1,303 | D | $0.863(15) | 19,550 | I(4) | See footnote | ||
| Common Stock | 12/31/2020 | D | 155,666 | D | $0.00 | 387,896(17) | D | |||
| Common Stock | 12/31/2020 | D | 4,207 | D | $0.00 | 15,343(17) | I(4) | See footnote | ||
| Common Stock | 01/04/2021 | D | 16,162 | D | $4 | 371,734(18) | D | |||
| Common Stock | 01/04/2021 | D | 639 | D | $4 | 14,704(19) | I(4) | See footnote | ||
| Common Stock | 02/02/2021 | D | 16,162 | D | $4 | 355,572(20) | D | |||
| Common Stock | 02/02/2021 | D | 639 | D | $4 | 14,065(21) | I(4) | See footnote | ||
| Common Stock | 03/02/2021 | D | 16,162 | D | $4 | 339,410(22) | D | |||
| Common Stock | 03/02/2021 | D | 639 | D | $4 | 13,426(23) | I(4) | See footnote | ||
| Common Stock | 06/02/2021 | D | 48,486 | D | $4 | 290,924(24) | D | |||
| Common Stock | 06/02/2021 | D | 1,917 | D | $4 | 11,509(25) | I(4) | See footnote | ||
| Common Stock | 07/02/2021 | D | 16.162 | D | $4 | 274,762(26) | D | |||
| Common Stock | 07/02/2021 | D | 639 | D | $4 | 10,870(27) | I(4) | See footnote | ||
| Common Stock | 08/03/2021 | D | 16.162 | D | $4 | 258,600(28) | D | |||
| Common Stock | 08/03/2021 | D | 639 | D | $4 | 10,231(29) | I(4) | See footnote | ||
| Common Stock | 09/03/2021 | D | 16.162 | D | $4 | 242,438(30) | D | |||
| Common Stock | 09/03/2021 | D | 639 | D | $4 | 9,592(31) | I(4) | See footnote | ||
| Common Stock | 10/04/2021 | D | 16.162 | D | $4 | 226,276(32) | D | |||
| Common Stock | 10/04/2021 | D | 639 | D | $4 | 8,953(33) | I(4) | See footnote | ||
| Common Stock | 11/02/2021 | D | 16.162 | D | $4 | 210,114(34) | D | |||
| Common Stock | 11/02/2021 | D | 639 | D | $4 | 8,314(35) | I(4) | See footnote | ||
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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 | $0.5425 | 09/13/2018 | A | 100,000 | 10/14/2018(36) | 09/14/2028 | Common Stock | 100,000 | $0.00 | 100,000 | D | ||||
| Options to purchase | $0.46 | 04/10/2019 | A | V | 4,836,402(37) | (38) | 04/10/2029 | Common Stock | 4,836,402 | $0.00 | 4,936,402 | D | |||
| Options to purchase | $0.46 | 04/10/2019 | A | V | 362,730(37) | (38) | 04/10/2029 | Common Stock | 362,730 | $0.00 | 362,730 | I(4) | See footnote | ||
| RSU | $0.00 | 05/31/2019 | A | V | 933,997 | (39) | (39) | Common Stock | 933,997 | $0.00 | 933,997 | D | |||
| RSU | $0.00 | 05/31/2019 | A | V | 25,243 | (39) | (39) | Common Stock | 25,243 | $0.00 | 25,243 | I(4) | See footnote | ||
| RSU | (40) | 12/31/2020 | D | 933,997 | (41) | (41) | Common Stock | 933,997 | $0.00 | 933,997 | D | ||||
| RSU | (40) | 12/31/2020 | D | 25,243 | (41) | (41) | Common Stock | 25,243 | $0.00 | 25,243 | I(4) | See footnote | |||
| Options to purchase | $0.79 | 02/18/2021 | A | 1,463,415 | 01/01/2022(42) | 02/18/2031 | Common Stock | 1,463,415 | $0.00 | 1,463,415 | D | ||||
| RSU | (40) | 02/18/2021 | A | 3,414,634 | 01/01/2022(43) | (43) | Common Stock | 3,414,634 | $0.00 | 3,414,634 | D | ||||
| Explanation of Responses: |
| 1. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on June 1, 2019. |
| 2. Represents the closing price of the Issuer's common stock on June 1, 2019. |
| 3. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on June 1, 2019. |
| 4. Holdings of Robin Edmondson, wife |
| 5. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on September 30, 2019. |
| 6. Represents the closing price of the Issuer's common stock on September 30, 2019. |
| 7. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on September 30, 2019. |
| 8. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on February 1, 2020. |
| 9. Represents the closing price of the Issuer's common stock on February 1, 2020. |
| 10. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on February 1, 2020. |
| 11. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on June 1, 2020. |
| 12. Represents the closing price of the Issuer's common stock on June 1, 2020. |
| 13. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on June 1, 2020. |
| 14. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on October 1, 2020. |
| 15. Represents the closing price of the Issuer's common stock on October 1, 2020. |
| 16. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on October 1, 2020. |
| 17. Unvested RSA shares forfeit on 12/31/2020 (pursuant to agreement between the Issuer and shareholder). Remaining shares beneficially owned after transaction are net of both a) this disposition and also b) the earlier relinquishment of shares to company pursuant to tax withholdings applied to earlier vesting of shares |
| 18. Repurchase of 16,162 already vested RSA shares at $4.00 per share on January 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 19. Repurchase of 639 shares on January 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 20. Repurchase of 16,162 already vested RSA shares at $4.00 per share on February 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 21. Repurchase of 639 already vested RSA shares at $4.00 per share on February 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 22. Repurchase of 16,162 already vested RSA shares at $4.00 per share on March 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 23. Repurchase of 639 already vested RSA shares at $4.00 per share on March 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 24. Repurchase of 48,486 already vested RSA shares at $4.00 per share on June 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 25. Repurchase of 1,917 already vested RSA shares at $4.00 per share on June 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 26. Repurchase of 16,162 already vested RSA shares at $4.00 per share on July 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 27. Repurchase of 639 already vested RSA shares at $4.00 per share on July 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 28. Repurchase of 16,162 already vested RSA shares at $4.00 per share on August 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 29. Repurchase of 639 already vested RSA shares at $4.00 per share on August 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 30. Repurchase of 16,162 already vested RSA shares at $4.00 per share on September 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 31. Repurchase of 639 already vested RSA shares at $4.00 per share on September 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 32. Repurchase of 16,162 already vested RSA shares at $4.00 per share on October 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 33. Repurchase of 639 already vested RSA shares at $4.00 per share on October 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 34. Repurchase of 16,162 already vested RSA shares at $4.00 per share on November 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 35. Repurchase of 639 already vested RSA shares at $4.00 per share on November 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder |
| 36. Vesting 1/36 monthly. |
| 37. 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. |
| 38. The ability to exercise is subject to both: i) vesting conditions (2) 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. |
| 39. 1/6 vest on 6/1/2019 and 1/6 vest every 4 months thereafter (10/1/2019, 2/1/2020, 6/1/2020, 10/1/2020, and 2/1/2021). The ability to exercise is subject to 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 |
| 40. Each RSU represents a contingent right to receive 1 share of the Issuer's common stock. |
| 41. RSU shares were forfeit without having vested on 12/31/2020 (pursuant to agreement between the Issuer and shareholder). |
| 42. 1/3 of the shares associated with the Option will vest on January 1, 2022; with the balance of the shares vesting in a series of twenty-four (24) successive equal monthly installments thereafter. |
| 43. 1/3 of the RSUs will vest on January 1, 2022; with the balance of the RSUs vesting in a series of twenty-four (24) successive equal monthly installments thereafter. In addition, the RSUs' vesting will accelerate in accordance with the terms of Participants employment agreement with the Company. |
| /s/ Paul Edmondson | 01/21/2022 | |
| ** 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. | ||