0000899243-24-000127.txt : 20240130
0000899243-24-000127.hdr.sgml : 20240130
20240130103020
ACCESSION NUMBER: 0000899243-24-000127
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240117
FILED AS OF DATE: 20240130
DATE AS OF CHANGE: 20240130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Heckman James Charles Jr
CENTRAL INDEX KEY: 0001689074
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 24576296
MAIL ADDRESS:
STREET 1: 5048 ROOSEVELT WAY NE
CITY: SEATTLE
STATE: WA
ZIP: 98105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STROME MARK E
CENTRAL INDEX KEY: 0000919484
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 24576295
MAIL ADDRESS:
STREET 1: 100 WILSHIRE BLVD
STREET 2: 15TH FL
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Roundtable LLC Series 1111
CENTRAL INDEX KEY: 0001973336
ORGANIZATION NAME:
STATE OF INCORPORATION: PR
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 24576293
BUSINESS ADDRESS:
STREET 1: 151 SAN FRANCISCO STREET, SUITE 200
CITY: SAN JUAN
STATE: PR
ZIP: 00901
BUSINESS PHONE: 787-722-1238
MAIL ADDRESS:
STREET 1: 151 SAN FRANCISCO STREET, SUITE 200
CITY: SAN JUAN
STATE: PR
ZIP: 00901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pierce Brock Jeffrey
CENTRAL INDEX KEY: 0001913363
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 24576292
MAIL ADDRESS:
STREET 1: 151 SAN FRANCISCO STREET,
STREET 2: SUITE 200 PMB 5450
CITY: SAN JUAN
STATE: PR
ZIP: 00901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warlock Partners LLC
CENTRAL INDEX KEY: 0001973283
ORGANIZATION NAME:
STATE OF INCORPORATION: PR
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 24576294
BUSINESS ADDRESS:
STREET 1: 151 SAN FRANCISCO STREET, SUITE 200
CITY: SAN JUAN
STATE: PR
ZIP: 00901
BUSINESS PHONE: 787-722-1238
MAIL ADDRESS:
STREET 1: 151 SAN FRANCISCO STREET, SUITE 200
CITY: SAN JUAN
STATE: PR
ZIP: 00901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Arena Group Holdings, Inc.
CENTRAL INDEX KEY: 0000894871
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 680232575
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 200 VESEY STREET
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212 321 5002
MAIL ADDRESS:
STREET 1: 200 VESEY STREET
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER COMPANY:
FORMER CONFORMED NAME: theMaven, Inc.
DATE OF NAME CHANGE: 20161228
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2024-01-17
0
0000894871
Arena Group Holdings, Inc.
AREN
0001689074
Heckman James Charles Jr
C/O ROUNDTABLE MEDIA, INC.,
4300 UNIVERSITY WAY NE, SUITE C
SEATTLE
WA
98105
0
0
0
1
See Remarks
0000919484
STROME MARK E
C/O STROME GROUP, INC.
13535 VENTURA BLVD., STE C-525
SHERMAN OAKS
CA
91423
0
0
0
1
See Remarks
0001973283
Warlock Partners LLC
151 SAN FRANCISCO STREET, SUITE 200
SAN JUAN
PR
00901
PUERTO RICO
0
0
0
1
See Remarks
0001973336
Roundtable LLC Series 1111
151 SAN FRANCISCO STREET, SUITE 200
SAN JUAN
PR
00901
PUERTO RICO
0
0
0
1
See Remarks
0001913363
Pierce Brock Jeffrey
151 SAN FRANCISCO STREET, SUITE 200
SAN JUAN
PR
00901
PUERTO RICO
0
0
0
1
See Remarks
Common Stock, par value $0.01
186123
D
Common Stock, par value $0.01
1488617
I
See Footnotes
Common Stock, par value $0.01
1108194
I
See Footnotes
Options (right to buy)
Common Stock
102250
D
Options (right to buy)
Common Stock
659510
D
Series H Preferred Stock
Common Stock
303600
I
See Footnotes
The reported securities are beneficially owned by James C. Heckman.
The reported securities are directly owned by the Warlock Partners, LLC ("Warlock"), and may be deemed beneficially owned by The Roundtable LLC, Series 1111 ("Roundtable LLC") as manager of Warlock and by Brock Pierce as the manager of Roundtable LLC. Each of Roundtable LLC and Mr. Pierce disclaims beneficial ownership of the reported securities directly owned by Warlock, except to the extent of its or his pecuniary interest therein.
The reported securities are directly owned by certain trusts and private funds (the "Strome Investors") managed, directly or indirectly, by Mark E. Strome. Mr. Strome disclaims beneficial ownership of the reported securities directly owned by the Strome Investors, except to the extent of his pecuniary interest therein.
Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein as beneficially owned by the other Reporting Persons. This report shall not be deemed an admission that any Reporting Person is a beneficial owner of any other Reporting Person's securities for purposes of Section 16 of the Exchange Act or for any other purpose.
The reported option granted pursuant to the Issuer's 2016 Stock Incentive Plan (the "2016 Option") vested monthly over the three years following the initial grant date. On September 14, 2018, the Issuer's Board of Directors (the "Board') approved an amendment to the 2016 Option so that it remained exercisable for the full the term of the option.
The reported option granted pursuant to the Issuer's 2019 Stock Incentive Plan (the "2019 Option") vested one-third on the first anniversary of the grant date, and then monthly over the next two years, subject to certain target stock price and daily liquidity conditions. On April 10, 2019, the Board approved an amendment to the 2019 Option so that it remained exercisable for the full term, and changed the vesting schedule to provide for immediate vesting of a portion of the option, with the remainder subject to performance-based vesting tied to certain target stock price and daily liquidity conditions.
Subject to the blocker (described below), the shares of Series H Preferred Stock (the "Preferred Stock") are convertible into the common stock, par value $0.01, of the Issuer (the "Common Stock") at any time, and have no expiration date, but are subject to mandatory conversion on the fifth anniversary of the original issuance date. The Preferred Stock are subject to a blocker that prohibits the Issuer from effecting a conversion of the Preferred Stock 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 the group owns more than 10% of the Common Stock, the members of the group are effectively barred from converting their Preferred Stock into additional shares of Common Stock. Absent this blocker, the 2,200 shares of Preferred Stock held by Warlock would be convertible into 303,600 shares of the Common Stock at its election.
Members of 10% beneficial owner group
/s/ James C. Heckman, JAMES C. HECKMAN
2024-01-29
WARLOCK PARTNERS, LLC, By: The Roundtable LLC, Series 1111, its Manager, By: /s/ Brock Pierce, Brock Pierce, Manager
2024-01-29
THE ROUNDTABLE LLC, SERIES 1111, By: /s/ Brock Pierce, Brock Pierce, Manager
2024-01-29
/s/ Brock Pierce, BROCK PIERCE
2024-01-29
/s/ Mark E. Strome, MARK E. STROME
2024-01-29