0001213900-21-000288.txt : 20210104 0001213900-21-000288.hdr.sgml : 20210104 20210104211448 ACCESSION NUMBER: 0001213900-21-000288 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201218 FILED AS OF DATE: 20210104 DATE AS OF CHANGE: 20210104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21503712 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Opportunity Fund, LP CENTRAL INDEX KEY: 0001642765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21503713 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Management GP, LLC CENTRAL INDEX KEY: 0001749420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21503714 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-689-2220 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001658704 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21503715 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY PRINCIPAL INVESTMENTS, LLC CENTRAL INDEX KEY: 0001776226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21503716 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRF Finance Co., LLC CENTRAL INDEX KEY: 0001835164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21503717 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 30870 RUSSELL RANCH RD., SUITE 250 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21503718 MAIL ADDRESS: STREET 1: C/O B. RILEY FINANCIAL, INC. STREET 2: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 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 1 ownership.xml X0306 4 2020-12-18 0 0000894871 theMaven, Inc. MVEN 0001464790 B. Riley Financial, Inc. 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001642765 BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks 0001749420 BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD, SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks 0001658704 B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks 0001776226 B. RILEY PRINCIPAL INVESTMENTS, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001835164 BRF Finance Co., LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks 0001207269 RILEY BRYANT R 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 1 0 Common Stock, par value $0.01 per share 2020-12-18 4 C 0 21785714 0.70 A 21785714 I By B. Riley Principal Investments, LLC Common Stock, par value $0.01 per share 2020-12-30 4 C 0 285000 0.40 A 22070714 I By B. Riley Principal Investments, LLC Common Stock, par value $0.01 per share 2020-12-30 4 C 0 66207 0.40 A 22136921 I By B. Riley Principal Investments, LLC Common Stock, par value $0.01 per share 2020-12-30 4 C 0 29929714 0.33 A 52066635 I By B. Riley Principal Investments, LLC Common Stock, par value $0.01 per share 2020-12-30 4 C 0 8095169 0.33 A 60161804 I By B. Riley Principal Investments, LLC Common Stock, par value $0.01 per share 2020-12-18 4 C 0 1780000 0.70 A 1780000 I By BRC Partners Opportunity Fund, LP Common Stock, par value $0.01 per share 2020-12-30 4 C 0 4590067 0.33 A 6370067 I By BRC Partners Opportunity Fund, LP Common Stock, par value $0.01 per share 2020-12-30 4 C 0 1241488 0.33 A 7611555 I By BRC Partners Opportunity Fund, LP Common Stock, par value $0.01 per share 2020-12-18 4 C 0 8417500 0.40 A 8417500 I By BRF Finance Co., LLC Series J Preferred Stock, par value $0.01 per share 0.70 2020-12-18 4 C 0 15250 0 D 2020-12-18 Common Stock, par value $0.01 per share 21785714 0 I By B. Riley Principal Investments, LLC Series J Preferred Stock, par value $0.01 per share 0.70 2020-12-18 4 C 0 1246 0 D 2020-12-18 Common Stock, par value $0.01 per share 1780000 0 I By BRC Partners Opportunity Fund, LP 12% Senior Secured Subordinated Convertible Debentures 0.40 2020-12-30 4 C 0 114000.00 0 D 2020-12-18 2020-12-31 Common Stock, par value $0.01 per share 285000 0 I By B. Riley Principal Investments, LLC Conversion Right - Interest Payable in Common Stock 0.40 2020-12-30 4 J 0 26482.72 0 A 2020-12-31 2020-12-31 Common Stock, par value $0.01 per share 66207 26482.72 I By B. Riley Principal Investments, LLC Conversion of Interest Payable in Common Stock 0.40 2020-12-31 4 C 0 26482.72 0 D 2020-12-31 2020-12-31 Common Stock, par value $0.01 per share 66207 0 I By B. Riley Principal Investments, LLC 12% Senior Secured Subordinated Convertible Debentures 0.33 2020-12-30 4 C 0 9876806.56 0 D 2020-12-18 2020-12-31 Common Stock, par value $0.01 per share 29929714 0 I By B. Riley Principal Investments, LLC Conversion Right - Interest Payable in Common Stock 0.33 2020-12-30 4 J 0 2671405.75 0 A 2020-12-31 2020-12-31 Common Stock, par value $0.01 per share 8095169 2671405.75 I By B. Riley Principal Investments, LLC Conversion of Interest Payable in Common Stock 0.33 2020-12-31 4 C 0 2671405.75 0 D 2020-12-31 2020-12-31 Common Stock, par value $0.01 per share 8095169 0 I By B. Riley Principal Investments, LLC 12% Senior Secured Subordinated Convertible Debentures 0.33 2020-12-30 4 C 0 1514722.22 0 D 2020-12-18 2020-12-31 Common Stock, par value $0.01 per share 4590067 0 I By BRC Partners Opportunity Fund, LP Conversion Right - Interest Payable in Common Stock 0.33 2020-12-30 4 J 0 409690.93 0 A 2020-12-31 2020-12-31 Common Stock, par value $0.01 per share 1241488 409690.93 I By BRC Partners Opportunity Fund, LP Conversion of Interest Payable in Common Stock 0.33 2020-12-31 4 C 0 409690.93 0 D 2020-12-31 2020-12-31 Common Stock, par value $0.01 per share 1241488 0 I By BRC Partners Opportunity Fund, LP Series K Preferred Stock, par value $0.01 per share .40 2020-12-18 4 C 0 3367 0 D 2020-12-18 Common Stock, par value $0.01 per share 8417500 0 I By BRF Finance Co., LLC This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Finance Co., LLC, a Delaware limited liability company ("BRF Finance") and Bryant Riley. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the securities of theMaven, Inc. (the "Issuer") held of record by BRPLP. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRPI. BRF Finance is a wholly owned subsidiary of BRF. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRF Finance. Each of BRF, BRPGP and BRCM expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such Reporting Person's pecuniary interest therein. Bryant Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held of record by BRPLP, BRPI and BRF Finance. As a result, Bryant Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRPLP, BRPI and BRF Finance. Mr. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein. 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, 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 $0.70 per share 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 of record by BRPI and BRPLP automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series J Preferred Stock does not have an expiration date. Pursuant to the terms of the 12% Senior Secured Subordinated Convertible Debentures of the Issuer (the "Convertible Debentures"), the principal amount of the Convertible Debentures may only be converted into shares of Common Stock 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, the Convertible Debentures held of record by BRPI and BRPLP became convertible on December 18, 2020. On December 30, 2020, BRPI and BRPLP each executed Irrevocable Notices of Conversion (each, a "Conversion Notice"), pursuant to which BRPI and BRPLP elected to convert the principal amount of the Convertible Debentures held by them, respectively, into shares of Common Stock at a conversion price equal to (i) $0.33 in respect of the Convertible Debentures purchased on December 12, 2018 (the "2018 Convertible Debentures"), and (ii) $0.40 in respect of the Convertible Debentures purchased on March 18, 2019 (the "2019 Convertible Debentures"). Pursuant to the terms of the Conversion Notices (and notwithstanding the fact that the terms of the Convertible Debentures do not expressly provide for the conversion of accrued interest into Common Stock), each of BRPI and BRPLP elected to convert the interest due on the Convertible Debentures into shares of Common Stock at the same conversion rate and terms governing conversion of the principal amount of such Convertible Debentures, as applicable. The Issuer issued it Series K Convertible Preferred Stock, par value $0.01 per share (the "Series K Preferred Stock") at a stated value equal to $1,000 per share. Pursuant to the terms of the Series K Preferred Stock, each share of Series K Preferred Stock automatically converts into shares of Common Stock at a rate equal to the stated value of $1,000 per share divided by the conversion price of $0.40 per share 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 K Preferred Stock held of record by BRF Finance automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series K Preferred Stock does not have an expiration date. Represents $26,482.72 in accrued interest on the 2019 Convertible Debentures previously held of record by BRPI. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.40 on December 31, 2020. Represents $2,671,405.75 in accrued interest on the 2018 Convertible Debentures previously held of record by BRPI. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.33 on December 31, 2020. Represents $409,690.93 in accrued interest on the 2018 Convertible Debentures previously held of record by BRPLP. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.33 on December 31, 2020. BRPLP, BRPGP, BRCM and BRF Finance, together with the other Reporting Persons and 180 Degree Capital Corp. ("180"), may be deemed to be members of a Section 13(d) group that collectively owns more than 10% of the Issuer's voting securities. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer held or beneficially owned by 180 and its affiliates B. RILEY FINANCIAL, INC. By: /s/ Bryant R. Riley Its: Co-Chief Executive Officer 2021-01-04 BRC PARTNERS OPPORTUNITY FUND, LP By: /s/ Bryant R. Riley Its: Chief Investment Officer 2021-01-04 BRC PARTNERS MANAGEMENT GP, LLC By: B. Riley Capital Management, LLC Its: Sole Member By: /s/ Bryant R. Riley Its: Chief Executive Officer 2021-01-04 B. RILEY CAPITAL MANAGEMENT, LLC By: /s/ Bryant R. Riley Its: Chief Executive Officer 2021-01-04 B. RILEY PRINCIPAL INVESTMENTS, LLC By: /s/ Daniel Shribman Its: President 2021-01-04 BRF FINANCE CO., LLC By: /s/ Daniel Shribman Its: Chief Investment Officer 2021-01-04 /s/ Bryant R. Riley 2021-01-04