SEC Form 4 · accession 0000899243-18-026229

theMaven, Inc. · MVEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Mark E Strome

10% Owner

STROME MEZZANINE FUND, LP

10% Owner

Period of report

Mar 30, 2018

Accepted (ET)

Oct 4, 2018 · 6:02 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000894871

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 30, 2018	P	500,000	$2.50	A	4,384,763	I	See Footnote
Common Stock^F1	Apr 25, 2018	P	2,910	$1.43	A	4,387,673	I	See Footnote
Common Stock^F1	Apr 25, 2018	P	5,687	$1.44	A	4,393,360	I	See Footnote
Common Stock^F1	Apr 25, 2018	P	5,000	$1.42	A	4,398,360	I	See Footnote
Common Stock^F1	Apr 26, 2018	P	14,600	$1.46	A	4,412,960	I	See Footnote
Common Stock^F1	Apr 27, 2018	P	29,408	$1.53	A	4,442,368	I	See Footnote
Common Stock^F1	Apr 30, 2018	P	3,700	$1.57	A	4,446,068	I	See Footnote
Common Stock^F1	Apr 30, 2018	P	1,000	$1.68	A	4,447,068	I	See Footnote
Common Stock^F1	May 1, 2018	P	27,000	$1.62	A	4,474,068	I	See Footnote
Common Stock^F1	May 1, 2018	P	7,000	$1.66	A	4,481,068	I	See Footnote
Common Stock^F1	May 2, 2018	P	4,200	$1.62	A	4,485,268	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant (right to buy)^F4,F2,F3	$0.50	Jun 15, 2018	P	1	A	Jun 15, 2018	Jun 13, 2023	Common Stock	1,500,000	1	I
10% Convertible Debenture^F2,F5,F6	$1.2912	Jun 15, 2018	P	—	A	—	—	Common Stock	—	1	I
10% Convertible Debenture^F2,F5,F7,F6	$1.2912	Aug 10, 2018	C	—	D	—	—	Common Stock	—	0	I
Series H Convertible Preferred Stock^F7,F2,F8,F6	$0.33	Aug 10, 2018	P	3,600	A	—	—	Common Stock	—	3,600	I
Series H Convertible Preferred Stock^F2,F8,F6	$0.33	Aug 10, 2018	P	1,000	A	—	—	Common Stock	—	4,600	I
Series H Convertible Preferred Stock^F9,F8,F6	$0.33	Aug 10, 2018	P	1,000	A	—	—	Common Stock	—	5,600	I

Explanation of responses

F1The reported securities are owned directly by Strome Living Trust (the "Living Trust"). Mark E. Strome is the trustee of the Living Trust and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Mr. Strome disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of his pecuniary interest in the securities.
F2The reported securities are owned directly by Strome Mezzanine Fund LP (the "Fund"), a 10% owner of the issuer. Strome Investment Management, L.P. ("SIM") is the general partner of the Fund and may be deemed to beneficially own the reported securities under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Strome Group Inc. ("SG") is the general partner of SIM and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Mark E. Strome is the President and CEO of SG and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. SIM, SG and Mr. Strome disclaim beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the securities. The Fund, the Living Trust, the Revocable Trust (see note 9 below), SIM, SG and Mr. Strome are hereby referred to as the "Reporting Persons".
F3The original exercise price of the Warrant was $1.19 per share. However, the terms of the Warrant requires that the exercise price of the Warrant be reduced, but not below $0.50 per share, in the event of a subsequent issuance of securities convertible into the common stock at a lower exercise price upon notice by the purchaser. Effective as of August 3, 2018, the Issuer issued shares of Series H Convertible Preferred Stock with an exercise price of $0.33 per share. Accordingly, the exercise price of the Warrants was reduced by the Issuer to $0.50 per share in accordance with the terms of the Warrant. No additional common stock is issuable upon exercise of the Warrant as a result of the amendment to the exercise price.
F4In a private transaction between the Issuer and the Fund, in consideration for the issuance of the Warrant, the Fund surrendered a "true up" right under a securities purchase agreement, dated March 30, 2018, to purchase up to 500,000 additional shares of the Issuer's common stock at no cost under certain circumstances.
F5The 10% Convertible Debenture was convertible into common stock at any time, and had no expiration date.
F6The reported securities are subject to a conversion limitation that prohibits the Issuer from effecting a conversion of the reported securities into common stock if giving effect to the conversion would cause the holder to beneficially own in excess of 4.99% of the common stock (or, upon notice by the holder, in excess of 9.99% of the common stock). As beneficial owners of more than 10% of the common stock, the Reporting Persons are effectively barred from converting the reported securities into additional shares of common stock. Absent this conversion limitation, at the election of the Reporting Persons, the 5,600 shares of Series H Convertible Preferred Stock would be convertible into 16,969,677shares of the issuer's common stock.
F7In a private transaction between the Issuer and the Fund, the principal sum of the 10% Convertible Debenture was converted into 3,600 shares of Series H Convertible Preferred Stock, which are convertible into the same number of the Issuer's common stock, after taking into consideration automatic exercise price adjustments.
F8The Series H Convertible Preferred Stock is convertible into common stock at any time, and has no expiration date, but is subject to mandatory conversion on the fifth anniversary of the issuance date.
F9The reported securities are owned directly by The Mark Strome Revocable Trust (the "Revocable Trust"). Mark E. Strome is the trustee of the Revocable Trust and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Mr. Strome disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of his pecuniary interest in the securities.