SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Xu Peixin

(Last)

(First)

(Middle)

609-610 21ST CENTURY TOWER

NO. 40 LIANGMAQIAO ROAD

(Street)

BEIJING

100016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cineverse Corp. [ CIDM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/13/2020		A		71,428⁽¹⁾	A	$0	146,140	D
Class A Common Stock	02/19/2021		A		77,543⁽²⁾	A	$0	223,683	D
Class A Common Stock	11/03/2021		A		37,015⁽³⁾	A	$0	260,698	D
Class A Common Stock	09/27/2022		S		204,752	D	$0.4573⁽⁴⁾	19,966,002⁽⁵⁾	I	See footnote⁽⁶⁾
Class A Common Stock	09/27/2022		S		55,248	D	$0.4477⁽⁷⁾	19,910,754⁽⁸⁾	I	See footnote⁽⁶⁾
Class A Common Stock	09/28/2022		S		92,621	D	$0.445⁽⁹⁾	19,818,133⁽¹⁰⁾	I	See footnote⁽⁶⁾
Class A Common Stock	09/28/2022		S		92,663	D	$0.445⁽¹¹⁾	19,725,470⁽¹²⁾	I	See footnote⁽⁶⁾
Class A Common Stock	09/30/2022		S		344,948	D	$0.4038⁽¹³⁾	19,380,522⁽¹⁴⁾	I	See footnote⁽⁶⁾
Class A Common Stock	09/30/2022		S		345,052	D	$0.4038⁽¹⁵⁾	19,035,470⁽¹⁶⁾	I	See footnote⁽⁶⁾
Class A Common Stock	11/17/2022		S		50,000	D	$0.4648⁽¹⁷⁾	18,985,470⁽¹⁸⁾	I	See footnote⁽⁶⁾
Class A Common Stock	11/17/2022		S		50,000	D	$0.4648⁽¹⁹⁾	18,935,470⁽²⁰⁾	I	See footnote⁽⁶⁾
Class A Common Stock	11/18/2022		S		25,200	D	$0.4654⁽²¹⁾	18,910,270⁽²²⁾	I	See footnote⁽⁶⁾
Class A Common Stock	11/18/2022		S		25,200	D	$0.4654⁽²³⁾	18,885,070⁽²⁴⁾	I	See footnote⁽⁶⁾
Class A Common Stock	11/21/2022		S		31,000	D	$0.4541⁽²⁵⁾	18,854,070⁽²⁶⁾	I	See footnote⁽⁶⁾
Class A Common Stock	11/21/2022		S		31,000	D	$0.4541⁽²⁷⁾	18,823,070⁽²⁸⁾	I	See footnote⁽⁶⁾
Class A Common Stock	11/30/2022		A		171,006⁽²⁹⁾	A	$0	431,704	D
Class A Common Stock	12/14/2022		S		8,500	D	$0.48⁽³⁰⁾	18,814,570⁽³¹⁾	I	See footnote⁽⁶⁾
Class A Common Stock	12/14/2022		S		8,500	D	$0.4801⁽³²⁾	18,806,070⁽³³⁾	I	See footnote⁽⁶⁾
Class A Common Stock	12/20/2022		S		23,713	D	$0.4215⁽³⁴⁾	18,782,357⁽³⁵⁾	I	See footnote⁽⁶⁾
Class A Common Stock	12/20/2022		S		23,713	D	$0.4215⁽³⁶⁾	18,758,644⁽³⁷⁾	I	See footnote⁽⁶⁾
Class A Common Stock	12/21/2022		S		7,355	D	$0.4265⁽³⁸⁾	18,751,289⁽³⁹⁾	I	See footnote⁽⁶⁾
Class A Common Stock	12/21/2022		S		7,355	D	$0.4265⁽⁴⁰⁾	18,743,934⁽⁴¹⁾	I	See footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Constitutes the stock portion of the annual retainer for the year of board service by the Reporting Person commencing on October 1, 2019. Such shares vest quarterly on December 31, 2019, March 31, 2020, June 30, 2020 and September 30, 2020, so long as the Reporting Person is a director on each such date.

2. Constitutes the stock portion of the annual retainer for the year of board service by the Reporting Person commencing on October 1, 2020. Such shares vest quarterly on December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021, so long as the Reporting Person is a director on each such date.

3. Constitutes the stock portion of the annual retainer for the year of board service by the Reporting Person commencing on October 1, 2021. Such shares vest quarterly on December 31, 2021, March 31, 2022, June 30, 2022 and September 30, 2022, so long as the Reporting Person is a director on each such date.

4. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai Investment LP ("Mingtai") in multiple transactions at prices ranging from $0.4450 to $0.4660, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Includes (i) 8,801,020 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai Investment LP ("Antai"), and (iii) 7,266,367 shares of Class A Common Stock held by Shangtai Asset Management LP ("Shangtai").

6. Mingtai is indirectly managed by a subsidiary of Bison Finance Group Limited ("BFGL"), which is controlled by Mr. Xu. Shangtai is indirectly managed by a subsidiary of BFGL. Mr. Xu controls the manager of the general partner of Antai.

7. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4450 to $0.4575, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. Includes (i) 8,801,020 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 7,211,119 shares of Class A Common Stock held by Shangtai.

9. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.4400 to $0.4529, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

10. Includes (i) 8,708,399 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 7,211,119 shares of Class A Common Stock held by Shangtai.

11. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4400 to $0.4529, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. Includes (i) 8,708,399 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 7,118,456 shares of Class A Common Stock held by Shangtai.

13. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.3930 to $0.4246, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

14. Includes (i) 8,363,451 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 7,118,456 shares of Class A Common Stock held by Shangtai.

15. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.3930 to $0.4246, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

16. Includes (i) 8,363,451 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,773,404 shares of Class A Common Stock held by Shangtai.

17. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.4510 to $0.5100, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

18. Includes (i) 8,313,451 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,773,404 shares of Class A Common Stock held by Shangtai.

19. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4510 to $0.5100, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

20. Includes (i) 8,313,451 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,723,404 shares of Class A Common Stock held by Shangtai.

21. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.4586 to $0.4900, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

22. Includes (i) 8,288,251 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,723,404 shares of Class A Common Stock held by Shangtai.

23. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4585 to $0.4900, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

24. Includes (i) 8,288,251 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,698,204 shares of Class A Common Stock held by Shangtai.

25. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.4500 to $0.4603, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

26. Includes (i) 8,257,251 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,698,204 shares of Class A Common Stock held by Shangtai.

27. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4500 to $0.4603, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

28. Includes (i) 8,257,251 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,667,204 shares of Class A Common Stock held by Shangtai.

29. Constitutes the stock portion of the annual retainer for the year of board service by the Reporting Person commencing on October 1, 2022. Such shares vest quarterly on December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023, so long as the Reporting Person is a director on each such date.

30. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.4751 to $0.4918, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

31. Includes (i) 8,248,751 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,667,204 shares of Class A Common Stock held by Shangtai.

32. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4751 to $0.4918, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

33. Includes (i) 8,248,751 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,658,704 shares of Class A Common Stock held by Shangtai.

34. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.4150 to $0.4450, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

35. Includes (i) 8,225,038 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,658,704 shares of Class A Common Stock held by Shangtai.

36. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4150 to $0.4450, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

37. Includes (i) 8,225,038 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,634,991 shares of Class A Common Stock held by Shangtai.

38. The price reported in Column 4 is a weighted average price. These shares were sold by Mingtai in multiple transactions at prices ranging from $0.4200 to $0.4321, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

39. Includes (i) 8,217,683 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,634,991 shares of Class A Common Stock held by Shangtai.

40. The price reported in Column 4 is a weighted average price. These shares were sold by Shangtai in multiple transactions at prices ranging from $0.4200 to $0.4321, inclusive. The reporting person undertakes to provide Cinedigm Corp., any security holder of Cinedigm Corp. or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

41. Includes (i) 8,217,683 shares of Class A Common Stock held by Mingtai, (ii) 3,898,615 shares of Class A Common Stock held by Antai, and (iii) 6,627,636 shares of Class A Common Stock held by Shangtai.

	/s/ Peixin Xu	05/31/2023
	** Signature of Reporting Person	Date
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