0001493152-22-020867.txt : 20220801
0001493152-22-020867.hdr.sgml : 20220801
20220801160043
ACCESSION NUMBER: 0001493152-22-020867
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201202
FILED AS OF DATE: 20220801
DATE AS OF CHANGE: 20220801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zimak Avi
CENTRAL INDEX KEY: 0001844115
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 221124676
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
2020-12-02
0
0000894871
Arena Group Holdings, Inc.
AREN
0001844115
Zimak Avi
200 VESEY ST. 24TH FLOOR
NEW YORK
NY
10281
0
1
0
0
Chief Revenue Officer
Common Stock
2020-12-02
4
M
0
11364
A
11364
D
Common Stock
2022-01-01
4
M
0
38799
A
50163
D
Common Stock
2022-02-01
4
M
0
3234
A
53397
D
Common Stock
2022-03-01
4
M
0
3234
A
56631
D
Common Stock
2022-04-01
4
M
0
3233
A
59864
D
Common Stock
2022-05-01
4
M
0
3234
A
63098
D
Common Stock
2022-06-01
4
M
0
3234
A
66332
D
Common Stock
2022-07-01
4
M
0
3234
A
69566
D
Common Stock
2022-07-05
4
F
0
22642
10.95
D
46924
D
Common Stock
2022-08-01
4
M
0
3233
A
50157
D
Restricted Stock Units
2020-12-02
4
M
0
11364
0
D
Common Stock
11364
0
D
Restricted Stock Units
2022-01-01
4
M
0
38799
0
D
Common Stock
38799
77609
D
Restricted Stock Units
2022-02-01
4
M
0
3234
0
D
Common Stock
3234
74375
D
Restricted Stock Units
2022-03-01
4
M
0
3234
0
D
Common Stock
3234
71141
D
Stock Option (right to buy)
16.94
2022-03-18
4
D
0
51137
D
2029-12-02
Common Stock
51137
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
51137
A
2029-12-02
Common Stock
51137
51137
D
Stock Option (right to buy)
16.94
2022-03-18
4
D
0
51137
D
2029-12-02
Common Stock
51137
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
51137
A
2029-12-02
Common Stock
51137
51137
D
Stock Option (right to buy)
17.38
2022-03-18
4
D
0
49890
D
2031-02-18
Common Stock
49890
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
49890
A
2031-02-18
Common Stock
49890
49890
D
Restricted Stock Units
2022-04-01
4
M
0
3233
0
D
Common Stock
3233
67908
D
Restricted Stock Units
2022-05-01
4
M
0
3234
0
D
Common Stock
3234
64674
D
Restricted Stock Units
2022-06-01
4
M
0
3234
0
D
Common Stock
3234
61440
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
2022-07-01
4
M
0
3234
0
D
Common Stock
3234
58206
D
Restricted Stock Units
2022-08-01
4
M
0
3233
0
D
Common Stock
3233
54973
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 Restricted Stock Unit ("RSU") grants dated 12/2/2019 and 2/18/2021. Each RSU represents a contingent right to receive 1 share of the Issuer's common stock. The 11,364 shares associated with the grant dated 12/2/2019 all vested on 12/2/2020; however, such shares will not settle and be issued until 12/2/2024 (this RSU was previously reported as covering 250,000 shares prior to the Reverse Stock Split),
Shares forfeited pursuant to tax withholding.
1/3 of the shares associated with the RSU vest on January 1, 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 2,560,976 shares (prior to the Reverse Stock Split, which is equal to 116,408 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 152,164 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 December 2, 2019. The shares of the Company's Common Stock underlying the options vest one-third on December 2, 2020, with the balance vesting monthly over the next 24 months.
The option was originally granted also on December 2,2019. The shares of the Company's Common Stock underlying the options vest one-third on December 2, 2020, with the balance vesting monthly over the next 24 months.
The option was originally granted on February 18, 2021. The shares of the Company's Common Stock underlying the options vest one-third on January 1, 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/ Avi Zimak
2022-08-01