4//SEC Filing
Dialectic Antithesis Partners, LP 4
Accession 0001213900-20-045539
CIK 0000894871other
Filed
Dec 29, 7:00 PM ET
Accepted
Dec 30, 9:12 PM ET
Size
14.0 KB
Accession
0001213900-20-045539
Insider Transaction Report
Form 4
theMaven, Inc.MVEN
Transactions
- Sale
12% Senior Secured Subordinated Convertible Debentures
2020-12-28→ 0 totalExercise: $0.33From: 2020-12-18Exp: 2020-12-31→ Common Stock, par value $0.01 per share (1,515,152 underlying) - Sale
Series H Preferred Stock, par value $0.01 per share
2020-12-28−880→ 0 totalExercise: $0.33From: 2018-08-10→ Common Stock, par value $0.01 per share (2,666,667 underlying)
Transactions
- Sale
Series H Preferred Stock, par value $0.01 per share
2020-12-28−880→ 0 totalExercise: $0.33From: 2018-08-10→ Common Stock, par value $0.01 per share (2,666,667 underlying) - Sale
12% Senior Secured Subordinated Convertible Debentures
2020-12-28→ 0 totalExercise: $0.33From: 2020-12-18Exp: 2020-12-31→ Common Stock, par value $0.01 per share (1,515,152 underlying)
Footnotes (4)
- [F1]This Form 4 is filed jointly by Dialectic Antithesis Partners, LP, a Delaware limited partnership ("Dialectic") and BR Dialectic Capital Management, LLC, a Delaware limited liability company ("BR Dialectic"). BR Dialectic is the general partner of, and an investment advisor to, Dialectic. As a result, BR Dialectic may be deemed to have indirectly beneficially owned the securities of theMaven, Inc. (the "Issuer") held of record by Dialectic prior to the transactions described in this Form 4. BR Dialectic expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of BR Dialectic's pecuniary interest in such securities. No other reporting person identified in the Form 3 filed with the Securities and Exchange Commission on December 4, 2020 had a pecuniary interest in the securities that are the subject of this Form 4.
- [F2]On December 28, 2020, Dialectic sold (i) 880 shares of Series H Preferred Stock (as defined below) and (ii) $500,000 in principal amount of Convertible Debentures (as defined below), plus interest and penalties accrued thereon, for an aggregate purchase price of $1,798,182. As a result of such sales, Dialectic ceased to beneficially own securities of the Issuer. As a result, Dialectic and BR Dialectic are no longer subject to Section 16 of the Securities and Exchange Act of 1934 with respect to securities of the Issuer.
- [F3]The Issuer issued its Series H Convertible Preferred Stock, par value $0.01 per share (the "Series H Preferred Stock") at a stated value equal to $1,000 per share. The Series H Preferred Stock is convertible at the option of the holder, subject to a beneficial ownership limitation of 4.99%, at a rate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.33. The Series H Preferred Stock does not have an expiration date.
- [F4]The 12% Senior Secured Subordinated Convertible Debentures of the Issuer (the "Convertible Debentures") accrue interest at 12% per annum and mature on December 31, 2020. Pursuant to the terms of the Convertible Debentures, principal and interest accrued on the Convertible Debentures may only be converted into shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock. On December 18, 2020, the Issuer filed such an amendment with the Delaware Secretary of State, and accordingly, the Convertible Debentures are now convertible into shares of Common Stock at the option of the holder prior to December 31, 2020 at a conversion price equal to $0.33 (subject to certain beneficial ownership limitations contained in the Convertible Debentures).
Documents
Issuer
theMaven, Inc.
CIK 0000894871
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001325552
Filing Metadata
- Form type
- 4
- Filed
- Dec 29, 7:00 PM ET
- Accepted
- Dec 30, 9:12 PM ET
- Size
- 14.0 KB