0001493152-22-025229.txt : 20220907 0001493152-22-025229.hdr.sgml : 20220907 20220907144614 ACCESSION NUMBER: 0001493152-22-025229 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220101 FILED AS OF DATE: 20220907 DATE AS OF CHANGE: 20220907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edmondson Paul Taylor CENTRAL INDEX KEY: 0001754097 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 221230878 MAIL ADDRESS: STREET 1: C/O THEMAVEN STREET 2: 1500 FOURTH AVENUE CITY: SEATTLE STATE: WA ZIP: 98101 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 2022-01-01 0 0000894871 Arena Group Holdings, Inc. AREN 0001754097 Edmondson Paul Taylor 200 VESEY ST. 24TH FLOOR NEW YORK NY 10281 0 1 0 0 President, Platform Common Stock 2022-01-01 4 M 0 51732 A 61283 D Common Stock 2022-01-07 4 D 0 735 88.00 D 60548 D Common Stock 2022-01-07 4 D 0 30 88.00 D 350 I See footnote Common Stock 2022-02-01 4 M 0 4312 A 64860 D Common Stock 2022-02-05 4 D 0 1470 88.00 D 63390 D Common Stock 2022-02-05 4 D 0 58 88.00 D 292 I See footnote Common Stock 2022-03-01 4 M 0 4311 A 67701 D Common Stock 2022-03-02 4 D 0 735 88.00 D 66966 D Common Stock 2022-03-02 4 D 0 29 88.00 D 263 I See footnote Common Stock 2022-04-01 4 M 0 4312 A 71278 D Common Stock 2022-04-05 4 D 0 6608 88.00 D 64670 D Common Stock 2022-04-05 4 D 0 263 88.00 D 0 I See footnote Common Stock 2022-05-01 4 M 0 4312 A 68982 D Common Stock 2022-06-01 4 M 0 4311 A 73293 D Common Stock 2022-07-01 4 M 0 4312 A 77605 D Common Stock 2022-07-05 4 F 0 32351 10.95 D 45254 D Common Stock 2022-08-01 4 M 0 4312 A 49566 D Common Stock 2022-09-01 4 M 0 4311 A 53877 D Restricted Stock Units 2022-01-01 4 M 0 51732 0 D Common Stock 51732 103479 D Restricted Stock Units 2022-02-01 4 M 0 4312 0 D Common Stock 4312 99167 D Restricted Stock Units 2022-03-01 4 M 0 4311 0 D Common Stock 4311 94856 D Stock Option (right to buy) 11.93 2022-03-18 4 D 0 4546 D 2028-09-13 Common Stock 4546 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 4546 A 2028-09-13 Common Stock 4546 4546 D Stock Option (right to buy) 10.12 2022-03-18 4 D 0 219837 D 2029-04-10 Common Stock 219837 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 219837 A 2029-04-10 Common Stock 219837 219837 D Stock Option (right to buy) 17.38 2022-03-18 4 D 0 66519 D 2031-02-18 Common Stock 66519 0 D Stock Option (right to buy) 8.82 2022-03-18 4 A 0 66519 A 2031-02-18 Common Stock 66519 66519 D Restricted Stock Units 2022-04-01 4 M 0 4312 0 D Common Stock 4312 90544 D Restricted Stock Units 2022-05-01 4 M 0 4312 0 D Common Stock 4312 86232 D Restricted Stock Units 2022-06-01 4 M 0 4311 0 D Common Stock 4311 81921 D Stock Option (right to buy) 10.69 2022-06-06 4 A 0 25000 0 A 2023-06-06 2032-06-06 Common Stock 25000 25000 D Restricted Stock Units 2022-06-06 4 A 0 25000 0 A 2023-06-06 2032-06-06 Common Stock 25000 25000 D Restricted Stock Units 2022-07-01 4 M 0 4312 0 D Common Stock 4312 77609 D Restricted Stock Units 2022-08-01 4 M 0 4312 0 D Common Stock 4312 73297 D Restricted Stock Units 2022-09-01 4 M 0 4311 0 D Common Stock 4311 68986 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). On Table I, the number of shares in Columns 4 and 5 on the second and third rows reflects previously filed transactions that now show their reverse split-adjusted amounts, and Column 5 is corrected to reflect the transaction on the first row of this Form 4 occurring prior to those transactions. 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. Repurchase of 735 already vested RSA shares at $88.00 per share on January 7, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder. Repurchase of 29 already vested RSA shares at $88.00 per share on January 7, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder. Holdings of Robin Edmondson, the Reporting Person's wife. Repurchase of 1,470 already vested RSA shares at $88.00 per share on February 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder Repurchase of 58 already vested RSA shares at $88.00 per share on February 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder Repurchase of 735 already vested RSA shares at $88.00 per share on March 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder Repurchase of 29 already vested RSA shares at $88.00 per share on March 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder Repurchase of 6,608 already vested RSA shares at $88.00 per share on April 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder. This was the final repurchase pursuant to a repurchase agreement between the Issuer and shareholder Repurchase of 263 already vested RSA shares at $88.00 per share on April 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder. This was the final repurchase pursuant to a repurchase agreement between the Issuer and shareholder 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 3,414,634 shares (prior to the Reverse Stock Split, which is equal to 155,211 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 294,047 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 September 18, 2018. The shares of the Company's Common Stock underlying the options vest one-third on September 18, 2019, with the balance vesting monthly over the next 24 months. The option was originally granted on April 10, 2019. The shares of the Company's Common Stock underlying the options as amended vest one-third on the one year anniversary, 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/ Paul Edmondson 2022-09-07