0001493152-22-015016.txt : 20220525
0001493152-22-015016.hdr.sgml : 20220525
20220525124316
ACCESSION NUMBER: 0001493152-22-015016
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210826
FILED AS OF DATE: 20220525
DATE AS OF CHANGE: 20220525
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Levinsohn Ross
CENTRAL INDEX KEY: 0001389130
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12471
FILM NUMBER: 22961342
MAIL ADDRESS:
STREET 1: 701 FIRST AVENUE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
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
2021-08-26
0
0000894871
Arena Group Holdings, Inc.
AREN
0001389130
Levinsohn Ross
200 VESEY ST. 24TH FLOOR
NEW YORK
NY
10281
1
1
0
0
Chief Executive Officer
Common Stock
2021-08-26
4
M
0
155211
A
219478
D
Common Stock
2021-11-22
4
A
0
1137
12.98
A
220615
D
Common Stock
2022-03-07
4
F
0
67023
8.28
D
153592
D
Restricted Stock Units
2021-08-26
4
M
0
155211
0
D
Common Stock
155211
77606
D
Stock Option (right to buy)
10.12
2022-03-18
4
D
0
24183
D
2029-04-10
Common Stock
24183
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
24183
A
2029-04-10
Common Stock
24183
24183
D
Stock Option (right to buy)
9.24
2022-03-18
4
D
0
90910
D
2029-06-11
Common Stock
90910
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
90910
A
2029-06-11
Common Stock
90910
90910
D
Stock Option (right to buy)
17.82
2022-03-18
4
D
0
90910
D
2029-09-16
Common Stock
90910
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
90910
A
2029-09-16
Common Stock
90910
90910
D
Stock Option (right to buy)
17.38
2022-03-18
4
D
0
99779
D
2031-02-18
Common Stock
99779
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
99779
A
2031-02-18
Common Stock
99779
99779
D
Stock Option (right to buy)
17.38
2022-03-18
4
D
0
99779
D
2031-02-18
Common Stock
99779
0
D
Stock Option (right to buy)
8.82
2022-03-18
4
A
0
99779
A
2031-02-18
Common Stock
99779
99779
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 previously reported transaction on 11/22/2021 is listed in Table I to show it's reverse split-adjusted amounts. Additionally, the number of shares listed in Column 5 in the first row of Table I above is corrected.
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.
Shares forfeited pursuant to tax withholding.
1/3 of the shares associated with the RSU vest on the earlier of: (1) 45 days following the date the 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, (2) the date on which grantee's continuous service is terminated for any reason whatsoever, and (3) August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2022, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date.
The RSU was previously reported as covering 5,121,951 shares (prior to the Reverse Stock Split, which is equal to 232,816 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 405,560 Underwater Stock Options held by Mr. Levinsohn, For each of Mr. Levinsohn'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 April 10, 2019. On January 8, 2021, our Board approved an amendment to the option award grant, such that the stock options vests one-third on the first anniversary of the grant date, with the balance vesting, on a monthly basis, over a two-year period.
The option was originally granted on June 11, 2019. The shares of the Company's Common Stock underlying the options vest one-third on June 11, 2020, with the balance vesting monthly over the next 24 months.
The option was originally granted on September 16, 2019. On January 8, 2021. The Company's Board approved an amendment to the option award grant, which eliminated the revenue vesting conditions, therefore, the award continues to vest solely on the time vesting condition, with one-third of the award vesting as of August 26, 2020, with the balance vesting monthly for each month of continuous service.
The option was originally granted on February 18, 2021. As of December 31, 2021, the shares of the Company's Common Stock underlying the options were to vest one-third upon the grant date, one-third to vest on August 26, 2021, with the remaining one-third vesting on August 26, 2022.
The option was originally granted on February 18, 2021. The shares of the Company's Common Stock underlying the options vest upon certain performance conditions, including achievement of certain stock targets.
/s/ Ross Levinsohn
2022-05-25