SEC Info - 180 Degree Capital Corp./NY - ‘4/A’ for 12/18/20 re: Arena Group Holdings, Inc.

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^*

180 DEGREE CAPITAL CORP. /NY/

(Last)

(First)

(Middle)

7 N. WILLOW STREET

SUITE 4B

(Street)

MONTCLAIR

07042

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/18/20

4. If Amendment, Date of Original Filed (Month/Day/Year)
1/4/21

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/18/20 ⁽¹⁾		C ⁽¹⁾		10,000,000 ⁽¹⁾	A	$0.5 ⁽¹⁾	10,000,000	D
Common Stock, par value $0.01 per share	12/18/20 ⁽²⁾		C ⁽²⁾		1,429,000 ⁽²⁾	A	$0.7 ⁽²⁾	11,429,000	D
Common Stock, par value $0.01 per share	12/18/20 ⁽²⁾		C ⁽²⁾		7,502,250 ⁽²⁾	A	$0.7 ⁽²⁾	7,502,250 ⁽³⁾	I	See footnote ⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series H Preferred Stock, par value $0.01 per share	$0.33 ⁽⁵⁾							8/10/18	⁽⁵⁾	Common Stock, par value $0.01 per share	4,000,920 ⁽⁵⁾ ⁽⁶⁾		1,320	D
Series I Preferred Stock, par value $0.01 per share	$0.5 ⁽¹⁾	12/18/20 ⁽¹⁾		C ⁽¹⁾			5,000 ⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	10,000,000 ⁽¹⁾	$0	0	D
Series J Preferred Stock, par value $0.01 per share	$0.7 ⁽²⁾	12/18/20 ⁽²⁾		C ⁽²⁾			1,000 ⁽²⁾	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	1,429,000 ⁽²⁾	$0	0	D
Series J Preferred Stock, par value $0.01 per share	$0.7 ⁽²⁾	12/18/20 ⁽²⁾		C ⁽²⁾			5,250 ⁽²⁾	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	7,502,250 ⁽²⁾	$0	0	I	See footnote

Explanation of Responses:

(1) The Issuer issued its Series I Convertible Preferred Stock, par value $0.01 per share (the "Series I Preferred Stock") at a stated value equal to $1,000 per share. Pursuant to the terms of the Series I Preferred Stock, each share of Series I Preferred Stock automatically converts into shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") at a rate equal to the stated value of $1,000 per share divided by the conversion price of $0.50 per share and rounded up for any fractional shares in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock. On December 18, 2020, the Issuer filed such an amendment with the Delaware Secretary of State, and accordingly, all shares of Series I Preferred Stock held directly or indirectly by the Reporting Person automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series I Preferred Stock did not have an expiration date.

(2) The Issuer issued its Series J Convertible Preferred Stock, par value $0.01 per share (the "Series J Preferred Stock") at a stated value equal to $1,000 per share. Pursuant to the terms of the Series J Preferred Stock, each share of Series J Preferred Stock automatically converts into shares of the Issuer's Common Stock at a rate equal to the stated value of $1,000 per share divided by the conversion price of $0.70 per share and rounded up for any fractional shares in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock. On December 18, 2020, the Issuer filed such an amendment with the Delaware Secretary of State, and accordingly, all shares of Series J Preferred Stock held directly or indirectly by the Reporting Person automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series J Preferred Stock did not have an expiration date.

(3) Due to an error in the calculation of the converted stock, the original Form 4, as filed on January 4, 2021, inadvertently stated the number of converted shares based on rounding the total shares in aggregate versus the rounding of the conversion on a per share basis, which correct number of converted shares of Common Stock is now reflected in this Amendment.

(4) Shares held by a separately managed account managed by the Reporting Person (the "SMA"). The Reporting Person disclaims beneficial ownership of the shares held by the SMA except to the extent of its pecuniary interest therein.

(5) The Issuer issued its Series H Convertible Preferred Stock, par value $0.01 per share (the "Series H Preferred Stock") at a stated value equal to $1,000 per share. The Series H Preferred Stock is convertible at the option of the holder, subject to a beneficial ownership limitation of 4.99%, at a rate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.33. The beneficial ownership limitation may be increased to up to 9.99% at the election of the applicable holder upon 60 days' prior notice to the Issuer. The Reporting Persons have made this election in respect of the Series H Preferred Stock as of the date of this filing. The Series H Preferred Stock does not have an expiration date.

(6) Due to an error in the calculation of the converted stock, the original Form 3, as filed on December 4, 2020, inadvertently stated the number of converted shares based on rounding the total shares in aggregate versus the rounding of the conversion on a per share basis, which correct number of converted shares of Common Stock is now reflected in this Amendment.

Remarks:

This Form 4 is filed by 180 Degree Capital Corp. ("180"). 180 may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's voting securities. 180 disclaims beneficial ownership of the securities reported by each other member of the Section 13(d) group.

	/s/ Daniel B. Wolfe, President	1/7/21
	** 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).
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____________ Transaction Code:
C	Conversion of derivative security.

180 Degree Capital Corp./NY – ‘4/A’ for 12/18/20 re: Arena Group Holdings, Inc.

On: Thursday, 1/7/21, at 4:24pm ET · For: 12/18/20 · Accession #: 893739-21-5 · File #: 1-12471

Previous ‘4’: ‘4’ on 1/4/21 for 12/18/20 · Next & Latest: ‘4’ on 4/5/24 for 4/3/24

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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180 Degree Capital Corp./NY – ‘4/A’ for 12/18/20 re: Arena Group Holdings, Inc.

On: Thursday, 1/7/21, at 4:24pm ET · For: 12/18/20 · Accession #: 893739-21-5 · File #: 1-12471

Previous ‘4’: ‘4’ on 1/4/21 for 12/18/20 · Next & Latest: ‘4’ on 4/5/24 for 4/3/24

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

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Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents