0001493152-21-002390.txt : 20210202 0001493152-21-002390.hdr.sgml : 20210202 20210202155339 ACCESSION NUMBER: 0001493152-21-002390 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180901 FILED AS OF DATE: 20210202 DATE AS OF CHANGE: 20210202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FICHTHORN JOHN CENTRAL INDEX KEY: 0001411509 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 21581250 MAIL ADDRESS: STREET 1: C/O DIALECTIC CAPITAL MANAGEMENT, LLC STREET 2: 17 STATE STREET, SUITE 3930 CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: theMaven, 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: 20161209 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SURGICAL SYSTEMS INC DATE OF NAME CHANGE: 19960725 4 1 ownership.xml X0306 4 2018-09-01 0 0000894871 theMaven, Inc. MVEN 0001411509 FICHTHORN JOHN 225 LIBERTY STREET, 27TH FLOOR NEW YORK NY 10281 1 0 0 0 Common Stock 2018-09-01 4 A 0 59525 0.00 A 59525 D Common Stock 2019-01-01 4 A 0 208333 0.00 A 267858 D Common Stock 2020-02-06 4 A 0 125000 0.00 A 392858 D Common Stock 2021-01-01 4 A 0 166667 0.00 A 559525 D Options to purchase 0.46 2019-04-10 5 A 0 E 967280 0.00 A 2019-04-10 Common Stock 967280 967280 D Restricted Stock Units 0.00 2020-06-05 5 A 0 E 750000 0.00 A Common Stock 750000 750000 D Vesting is a combined overlay of Time-based, Stock-Price-based, and Stock-Listing-based conditions. Time-based vesting is 1/3 vest after 1 year, with the balance monthly over next 2 years. Stock-Price vesting is a potential downward adjustment to the otherwise Time-based vested shares, where such adjustment is based on the rolling 45-day Volume Weighted Average Price set against specific price targets. Stock Listing vesting means that no otherwise Time-based and Stock Price-based vested shares are actually deemed as vested unless the Issuer's 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. The ability to exercise is subject to both: i) vesting conditions (1) and ii) the Issuer's Board of Directors approving a requisite increase in authorized shares of common stock, after the date the grant was issued, that would apply to this grant 250,000 vest on 12/31/20 subject to achievement of strategic goals to be set by the Board; 250,000 vest in 6 monthly installments beginning 1/1/2021; 125,000 vest on 12/31/20 if ABG good standing (meaning that between the Date of Grant and December 31, 2020, the Issuer remains at all times in good standing with Authentic Brands Group and its affiliates ("ABG"), with "good standing" with ABG being deemed so long as no litigation is or has been initiated, or is in the view of the Board of Directors of the Issuer, imminent, between the Company and ABG); and 125,000 vest upon successful completion of the listing of the Issuer's common stock on a national securities exchange, provided that either (i) such listing is complete on or before March 31, 2021 or (ii) the Company is current in its periodic filings with the Securities and Exchange Commission by December 31, 2020; No RSUs may vest or be exercised prior to both (i) the date on which the Issuer duly files an amendment to its certificate of incorporation to sufficiently increase its authorized common stock to permit the settlement in full of exercise of all convertible securities outstanding, and (ii) the date on which the Issuer's board of directors and stockholders have both duly approved an increase in the requisite number of shares of common stock available under the Plan sufficient to permit the immediate settlement in full of the RSUs. /s/ John Fichthorn 2021-02-02