0000899243-20-030117.txt : 20201102 0000899243-20-030117.hdr.sgml : 20201102 20201102181629 ACCESSION NUMBER: 0000899243-20-030117 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200814 FILED AS OF DATE: 20201102 DATE AS OF CHANGE: 20201102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STROME MEZZANINE FUND, LP CENTRAL INDEX KEY: 0001713153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201281544 BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD., SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3109176600 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD., SUITE 1750 CITY: SANTA MONICA STATE: CA ZIP: 90401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STROME MARK E CENTRAL INDEX KEY: 0000919484 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201281545 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FL CITY: SANTA MONICA STATE: CA ZIP: 90401 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 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2020-08-14 2020-08-18 0 0000894871 theMaven, Inc. MVEN 0000919484 STROME MARK E 1688 MERIDIAN AVE, SUITE 727 MIAMI BEACH FL 33139 0 0 1 0 0001713153 STROME MEZZANINE FUND, LP 1688 MERIDIAN AVE, SUITE 727 MIAMI BEACH FL 33139 0 0 1 0 Series H Convertible Preferred Stock 0.33 2020-08-14 4 P 0 1650 1212.12 A Common Stock 8050 I See footnote Series H Convertible Preferred Stock 0.33 2020-10-29 4 J 0 1650 A Common Stock 6400 I See footnotes Due to a scrivener's error, the original Form 4, as filed on August 18, 2020, inadvertently listed the stated value per share of the reported shares of Series H Convertible Preferred Stock (the "Series H Stock") instead of the purchase price paid per share for the reported Series H Stock, which is reflected in this Amendment. This Amendment reports the rescission on October 29, 2020 of the purchase of the 1,650 shares of Series H Stock on August 14, 2020 by Strome Mezzanine Fund, LP (the "Fund"), which was reported in the original Form 4. The purchase of the reported Series H Stock (the "Rescinded Stock") was rescinded by the mutual agreement of the issuer and the Fund for the purpose of resolving certain disputes that had arisen between the issuer and the Reporting Persons (as defined below) in connection with the original transaction. Pursuant to the rescission agreement among the parties, the purchase of the Rescinded Stock has been deemed null and void ab initio by the issuer as if the original transaction documents were never entered into by the Fund and the purchase of the Rescinded Stock had never occurred. (continued from footnote 2) In connection with the rescission and voiding of this purchase, the Fund was refunded its original purchase price for the Rescinded Stock and surrendered the Rescinded Stock to the issuer for cancellation, as a result of which the issuer and each Reporting Person have been placed in the position it was in with respect to the ownership of the Rescinded Stock immediately prior to the transaction. The reported securities are owned directly by the Fund. 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, SIM, SG and Mr. Strome are hereby referred to as the "Reporting Persons". Subject to the conversion limitation (described in note 6), the reported securities are convertible into common stock of the issuer at any time, and has no expiration date, but is subject to mandatory conversion on the fifth anniversary of the original issuance date. The 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 (together with its affiliates or any "group" members) 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 security into additional shares of common stock. Absent this conversion limitation, the reported securities would be convertible into 5,000,000 shares of the issuer's common stock at the election of the Fund. /s/Mark E. Strome 2020-11-02 /s/Mark E. Strome, Signature as Authorized Person of each Reporting Person 2020-11-02