0001493152-22-020866.txt : 20220801 0001493152-22-020866.hdr.sgml : 20220801 20220801155949 ACCESSION NUMBER: 0001493152-22-020866 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220218 FILED AS OF DATE: 20220801 DATE AS OF CHANGE: 20220801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barrett Henry Robertson CENTRAL INDEX KEY: 0001847318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 221124668 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 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 2022-02-18 0 0000894871 Arena Group Holdings, Inc. AREN 0001847318 Barrett Henry Robertson 200 VESEY ST. 24TH FLOOR NEW YORK NY 10281 0 1 0 0 President, Media Common Stock 2022-02-18 4 M 0 45450 A 45450 D Common Stock 2022-03-18 4 M 0 3789 A 49239 D Common Stock 2022-04-18 4 M 0 3788 A 53027 D Common Stock 2022-05-18 4 M 0 3788 A 56815 D Common Stock 2022-06-18 4 M 0 3788 A 60603 D Common Stock 2022-07-05 4 F 0 24448 10.95 D 36155 D Common Stock 2022-07-18 4 M 0 3788 A 39943 D Restricted Stock Units 2022-02-18 4 M 0 45450 0 D Common Stock 45450 90914 D Restricted Stock Units 2022-03-18 4 M 0 3789 0 D Common Stock 3789 87125 D Stock Option (right to buy) 17.38 2022-03-18 4 D 0 58182 D 2031-02-18 Common Stock 58182 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 58182 A 2031-02-18 Common Stock 58182 58182 D Restricted Stock Units 2022-04-18 4 M 0 3788 0 D Common Stock 3788 83337 D Restricted Stock Units 2022-05-18 4 M 0 3788 0 D Common Stock 3788 79549 D Stock Option (right to buy) 10.69 2022-06-06 4 A 0 30000 0 A 2023-06-06 2032-06-06 Common Stock 30000 30000 D Restricted Stock Units 2022-06-06 4 A 0 30000 0 A 2023-06-06 2032-06-06 Common Stock 30000 30000 D Restricted Stock Units 2022-06-18 4 M 0 3788 0 D Common Stock 3788 75761 D Restricted Stock Units 2022-07-18 4 M 0 3788 0 D Common Stock 3788 71973 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 Reporting Person acquired the shares of Common Stock pursuant to 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 February 18, 2022, with the balance of shares associated with the RSU vesting in 24 equal monthly installments thereafter (in full shares, rounded as necessary) The RSU was previously reported as covering 3,000,000 shares (prior to the Reverse Stock Split, which is equal to 136,364 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 58,182 Underwater Stock Options held by the filer, For each of the filer'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 February 18, 2021. The shares of the Company's Common Stock underlying the options vest one-third on February 18, 2022, with the balance vesting monthly over the next 24 months. The option was originally granted on June 6, 2022. The shares of the Company's Common Stock underlying the options vest one-third on June 6, 2023, with the balance vesting monthly over the next 24 months. The RSU was originally granted on June 6, 2022. The shares of the Company's Common Stock underlying the RSU vest one-third on June 6, 2023, with the balance vesting monthly over the next 24 months. /s/ Henry Robertson Barrett 2022-08-01