SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3 ) 1
TheStreet, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
88368Q103
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
March 31, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
______________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.
CUSIP No. 88368Q103 | Page 2 of 7 Pages |
1 |
NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (see instructions) WC/OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER* 3,378,347 |
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8 |
SHARED VOTING POWER 0 |
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9 |
SOLE DISPOSITIVE POWER* 3,378,347 |
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10 |
SHARED DISPOSITIVE POWER 0 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,378,347 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.48%* |
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14 |
TYPE OF REPORTING PERSON IN |
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* Based on information set forth on the Form 10-K of TheStreet, Inc., (the “Company”) as filed with the Securities and Exchange Commission on March 20, 2017, there were 35,628,317 shares of Common Stock par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of March 15, 2017.
As of March 31, 2017 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), and sundry separately managed accounts, over which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively with Tristan and Tristan Offshore, the “Investment Vehicles”), held in the aggregate 3,378,347 Shares.
CUSIP No. 88368Q103 | Page 3 of 7 Pages |
Cannell Capital LLC acts as the investment adviser to Tristan, Tristan Offshore, and the Cannell SMAs. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
Item 1. Security and Issuer | |||||||||||
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.01 per share of TheStreet, Inc., a Delaware corporation. The address of the principal executive offices of the Company is 14 Wall Street, 15th Floor, New York, NY 10005. | |||||||||||
Item 2. Identity and Background | |||||||||||
a) |
The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, investment adviser to the Cannell SMAs and to the following entities: Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person. |
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b) |
The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414 |
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c) |
The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities. |
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d) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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e) |
Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
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f) |
The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company. |
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Item 3. Source and Amount of Funds or Other Consideration | |||||||||||
The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: Tristan Partners, L.P.: $3,231,163 Tristan Offshore Fund, Ltd.: $1,722,346 Cannell Separately Managed Accounts: $458,864 The Investment Vehicles have invested an aggregate amount of approximately $5,412,373 in the Shares. |
CUSIP No. 88368Q103 | Page 4 of 7 Pages |
Item 4. Purpose of Transaction | |||||||||||
Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each
Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue to hold
the Shares as a long-term investment.
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Item 5. Interest in Securities of the Issuer | |||||||||||
Based on information set forth in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 20, 2017, there were 35,628,317 Common Shares issued and outstanding as of March 15, 2017. (a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 3,378,347 Shares, or approximately 9.48% of the Shares deemed issued and outstanding as of the Reporting Date. (b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. (c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles). |
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Entity | Date | Quantity | Price Per Share |
Form Of Transaction |
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  | |||||||||||
Tristan | 03/08/2017 | 142,002 | 0.76 | Buy | |||||||
Tristan Offshore | 03/08/2017 | 57,998 | 0.76 | Buy | |||||||
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer | |||||||||||
None | |||||||||||
Item 7. Material to Be Filed as Exhibits | |||||||||||
Letter to Lawrence S. Kramer, Chairman of the Board of Directors of TheStreet, Inc. dated March 31, 2017. Filed as Exhibit 99. |
CUSIP No. 88368Q103 | Page 5 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 31, 2017
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
CUSIP No. 88368Q103 | Page 6 of 7 Pages |
Annex "A"
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
J. Carlo Cannell | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
Cannell Capital LLC | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
Tristan Partners, L.P. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
Tristan Offshore Fund, Ltd. | |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: |
Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2) |
CUSIP No. 88368Q103 | Page 7 of 7 Pages |
Annex "B"
Agreement Regarding the Joint Filing of Schedule 13D
1) | Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them; |
2) | Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. |
Dated: March 31, 2017
By: /s/ J. Carlo Cannell Name: J. Carlo Cannell |
Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
☏ Tel (307) 733-2284 📠 Fax (307) 264-0600
✉ info@cannellcap.com
March 31, 2017
Lawrence S. Kramer
Chairman of the Board of Directors
TheStreet, Inc.
14 Wall Street
New York, NY 10005
Dear Larry,
As you know, Cannell Capital LLC (“CC”) would like to enjoy a designate on the board of TheStreet, Inc. (“TST”). We would like this designate to be Mr. Alan “Al” Angrisani.
We would like his appointment to be made collaboratively. Such collaboration would avoid the following:
  | a) |   | TST consuming wasteful professional services to “defend” a contested proxy, a vote that I believe TST would lose, and lose emphatically, given the size and breadth of her many unhappy shareholders; | |
  | b) |   | Public shame and ridicule upon yourself, a person that I both like and respect. (I can’t muzzle or govern the forces that I would hire to process this campaign. They know only one speed.); and | |
  | c) |   | Further damage to TST’s reputation. |
Cannell Capital does not put forth Mr. Angrisani for any of the following reasons:
  | a) |   | Because we have detected any malfeasance or gross negligence. In fact, we applaud and are grateful for the progress and hard work by new management and many of the board members; | |
  | b) |   | Because we sought out Mr. Angrisani. On the contrary, Al called me; | |
  | c) |   | Because it is rare for large shareholders of public companies to enjoy a designate on the board of directors of companies in which they are large shareholders. As a few shares shy of the largest shareholder of TST, Cannell Capital thinks our request is both reasonable and unremarkable. That you would oppose it so is odd – and frankly concerning; or | |
  | d) |   | Because we think Al is a dud – quite the contrary. A former Assistant Secretary of Labor, Al served as CEO of Harris Interactive from 2012 to 2014, overseeing the company’s turnaround and sale to Nielsen. Mr. Angrisani invested in, and helped return value to shareholders in the cases of Total Research, Greenfield Online and Rosetta Stone.1 |
CC would be pleased to settle with TST upon confirmation that Al shall be appointed to the Board of Directors no later than December 31, 2017. Kindly respond by April 11, 2017.
Sincerely,
J. Carlo Cannell
1  Since its inception, Angrisani Turnarounds LLC has generated an internal rate of return of 38%. See www.alangrisani.com.