0001493152-22-015016.txt : 20220525 0001493152-22-015016.hdr.sgml : 20220525 20220525124316 ACCESSION NUMBER: 0001493152-22-015016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210826 FILED AS OF DATE: 20220525 DATE AS OF CHANGE: 20220525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levinsohn Ross CENTRAL INDEX KEY: 0001389130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 22961342 MAIL ADDRESS: STREET 1: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Arena Group Holdings, 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: 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 4 1 ownership.xml X0306 4 2021-08-26 0 0000894871 Arena Group Holdings, Inc. AREN 0001389130 Levinsohn Ross 200 VESEY ST. 24TH FLOOR NEW YORK NY 10281 1 1 0 0 Chief Executive Officer Common Stock 2021-08-26 4 M 0 155211 A 219478 D Common Stock 2021-11-22 4 A 0 1137 12.98 A 220615 D Common Stock 2022-03-07 4 F 0 67023 8.28 D 153592 D Restricted Stock Units 2021-08-26 4 M 0 155211 0 D Common Stock 155211 77606 D Stock Option (right to buy) 10.12 2022-03-18 4 D 0 24183 D 2029-04-10 Common Stock 24183 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 24183 A 2029-04-10 Common Stock 24183 24183 D Stock Option (right to buy) 9.24 2022-03-18 4 D 0 90910 D 2029-06-11 Common Stock 90910 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 90910 A 2029-06-11 Common Stock 90910 90910 D Stock Option (right to buy) 17.82 2022-03-18 4 D 0 90910 D 2029-09-16 Common Stock 90910 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 90910 A 2029-09-16 Common Stock 90910 90910 D Stock Option (right to buy) 17.38 2022-03-18 4 D 0 99779 D 2031-02-18 Common Stock 99779 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 99779 A 2031-02-18 Common Stock 99779 99779 D Stock Option (right to buy) 17.38 2022-03-18 4 D 0 99779 D 2031-02-18 Common Stock 99779 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 99779 A 2031-02-18 Common Stock 99779 99779 D On February 9, 2022, the Company (formerly known as theMaven, Inc.) changed its name to The Arena Group Holdings, Inc., uplisted its common stock to the NYSE American, and began trading under the symbol "AREN." Effective at 8:00 p.m. Eastern Time on February 8, 2022, the common stock of the Company, par value $0.01 (the "Common Stock"), underwent a reverse split of 1-for-22 (the "Reverse Stock Split"). All amounts of Common Stock and other securities listed herein, and all exercise prices of derivative securities, have been adjusted to reflect the effect of the Reverse Stock Split (even if the listed transaction occurred before the effective date of the Reverse Stock Split). The previously reported transaction on 11/22/2021 is listed in Table I to show it's reverse split-adjusted amounts. Additionally, the number of shares listed in Column 5 in the first row of Table I above is corrected. The Reporting Person acquired the shares of Common Stock pursuant to the issuance of vested shares that were originally granted in a Restricted Stock Unit ("RSU") grant dated 2/18/2021. Each RSU represents a contingent right to receive 1 share of the Issuer's common stock. Shares forfeited pursuant to tax withholding. 1/3 of the shares associated with the RSU vest on the earlier of: (1) 45 days following the date the Common Stock is listed on a national securities exchange registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, (2) the date on which grantee's continuous service is terminated for any reason whatsoever, and (3) August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2022, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date. The RSU was previously reported as covering 5,121,951 shares (prior to the Reverse Stock Split, which is equal to 232,816 shares post Reverse Stock Split). Stock Option Repricing Program. On March 18, 2022 (the "Repricing Date"), the Compensation Committee of the Company unanimously approved a one-time repricing of certain stock options (the "Repricing") outstanding under the Company's 2016 Stock Incentive Plan and 2019 Equity Incentive Plan that had an exercise price above $8.82 per share (the "Underwater Stock Options"). As a result of the Repricing, the exercise price of the Underwater Stock Options was set to $8.82 per share, which was the closing sale price of the Company's Common Stock as listed on the NYSE American exchange on March 18, 2022, and which price represented the per share fair market value (the "FMV") on the Repricing Date. Pursuant to the Repricing, the exercise price was reduced for 405,560 Underwater Stock Options held by Mr. Levinsohn, For each of Mr. Levinsohn's stock option grants, reporting guidance suggests this should be reported as two transactions to reflect the lowering of the exercise price to $8.82, whereby the Underwater Stock Options are disposed and the Repriced option are acquired. The option was originally granted on April 10, 2019. On January 8, 2021, our Board approved an amendment to the option award grant, such that the stock options vests one-third on the first anniversary of the grant date, with the balance vesting, on a monthly basis, over a two-year period. The option was originally granted on June 11, 2019. The shares of the Company's Common Stock underlying the options vest one-third on June 11, 2020, with the balance vesting monthly over the next 24 months. The option was originally granted on September 16, 2019. On January 8, 2021. The Company's Board approved an amendment to the option award grant, which eliminated the revenue vesting conditions, therefore, the award continues to vest solely on the time vesting condition, with one-third of the award vesting as of August 26, 2020, with the balance vesting monthly for each month of continuous service. The option was originally granted on February 18, 2021. As of December 31, 2021, the shares of the Company's Common Stock underlying the options were to vest one-third upon the grant date, one-third to vest on August 26, 2021, with the remaining one-third vesting on August 26, 2022. The option was originally granted on February 18, 2021. The shares of the Company's Common Stock underlying the options vest upon certain performance conditions, including achievement of certain stock targets. /s/ Ross Levinsohn 2022-05-25