0000893739-21-000005.txt : 20210107
0000893739-21-000005.hdr.sgml : 20210107
20210107162436
ACCESSION NUMBER: 0000893739-21-000005
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201218
FILED AS OF DATE: 20210107
DATE AS OF CHANGE: 20210107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 180 DEGREE CAPITAL CORP. /NY/
CENTRAL INDEX KEY: 0000893739
STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799]
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 21514456
BUSINESS ADDRESS:
STREET 1: 7 N. WILLOW STREET
STREET 2: SUITE 4B
CITY: MONTCLAIR
STATE: NJ
ZIP: 07042
BUSINESS PHONE: 973-746-4500
MAIL ADDRESS:
STREET 1: 7 N. WILLOW STREET
STREET 2: SUITE 4B
CITY: MONTCLAIR
STATE: NJ
ZIP: 07042
FORMER NAME:
FORMER CONFORMED NAME: HARRIS & HARRIS GROUP INC /NY/
DATE OF NAME CHANGE: 19930714
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: theMaven, Inc.
CENTRAL INDEX KEY: 0000894871
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
IRS NUMBER: 680232575
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1500 FOURTH AVENUE, SUITE 200
CITY: SEATTLE
STATE: WA
ZIP: 98101
BUSINESS PHONE: 775-600-2765
MAIL ADDRESS:
STREET 1: 1500 FOURTH AVENUE, SUITE 200
CITY: SEATTLE
STATE: WA
ZIP: 98101
FORMER COMPANY:
FORMER CONFORMED NAME: THEMAVEN, INC.
DATE OF NAME CHANGE: 20161209
FORMER COMPANY:
FORMER CONFORMED NAME: INTEGRATED SURGICAL SYSTEMS INC
DATE OF NAME CHANGE: 19960725
4/A
1
wf-form4a_161005466398859.xml
FORM 4/A
X0306
4/A
2020-12-18
2021-01-04
0
0000894871
theMaven, Inc.
MVEN
0000893739
180 DEGREE CAPITAL CORP. /NY/
7 N. WILLOW STREET
SUITE 4B
MONTCLAIR
NJ
07042
0
0
0
1
See Remarks
Common Stock, par value $0.01 per share
2020-12-18
4
C
0
10000000
0.50
A
10000000
D
Common Stock, par value $0.01 per share
2020-12-18
4
C
0
1429000
0.70
A
11429000
D
Common Stock, par value $0.01 per share
2020-12-18
4
C
0
7502250
0.70
A
7502250
I
See footnote
Series H Preferred Stock, par value $0.01 per share
0.33
2018-08-10
Common Stock, par value $0.01 per share
4000920.0
1320
D
Series I Preferred Stock, par value $0.01 per share
0.5
2020-12-18
4
C
0
5000
0
D
Common Stock, par value $0.01 per share
10000000.0
0
D
Series J Preferred Stock, par value $0.01 per share
0.7
2020-12-18
4
C
0
1000
0
D
Common Stock, par value $0.01 per share
1429000.0
0
D
Series J Preferred Stock, par value $0.01 per share
0.7
2020-12-18
4
C
0
5250
0
D
Common Stock, par value $0.01 per share
7502250.0
0
I
See footnote
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.
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.
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.
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.
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.
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.
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
2021-01-07