Barrett Henry Robertson 4

Accession 0001493152-22-020866

CIK 0000894871other

View on SEC.gov Company Profile

Filed

Jul 31, 8:00 PM ET

Accepted

Aug 1, 3:59 PM ET

Size

39.9 KB

Accession

0001493152-22-020866

Insider Transaction Report

Form 4

Period: 2022-02-18

Arena Group Holdings, Inc.AREN

Barrett Henry Robertson

President, Media

Transactions

Disposition to Issuer
Stock Option (right to buy)
2022-03-18−58,182→ 0 total
Exercise: $17.38Exp: 2031-02-18→ Common Stock (58,182 underlying)
Exercise/Conversion
Common Stock
2022-04-18+3,788→ 53,027 total
Exercise/Conversion
Common Stock
2022-05-18+3,788→ 56,815 total
Exercise/Conversion
Common Stock
2022-06-18+3,788→ 60,603 total
Exercise/Conversion
Common Stock
2022-07-18+3,788→ 39,943 total
Exercise/Conversion
Restricted Stock Units
2022-03-18−3,789→ 87,125 total
→ Common Stock (3,789 underlying)
Award
Stock Option (right to buy)
2022-06-06+30,000→ 30,000 total
Exercise: $10.69From: 2023-06-06Exp: 2032-06-06→ Common Stock (30,000 underlying)
Exercise/Conversion
Common Stock
2022-02-18+45,450→ 45,450 total
Exercise/Conversion
Common Stock
2022-03-18+3,789→ 49,239 total
Tax Payment
Common Stock
2022-07-05$10.95/sh−24,448$267,706→ 36,155 total
Exercise/Conversion
Restricted Stock Units
2022-02-18−45,450→ 90,914 total
→ Common Stock (45,450 underlying)
Exercise/Conversion
Restricted Stock Units
2022-05-18−3,788→ 79,549 total
→ Common Stock (3,788 underlying)
Award
Stock Option (right to buy)
2022-03-18+58,182→ 58,182 total
Exercise: $8.82Exp: 2031-02-18→ Common Stock (58,182 underlying)
Award
Restricted Stock Units
2022-06-06+30,000→ 30,000 total
From: 2023-06-06Exp: 2032-06-06→ Common Stock (30,000 underlying)
Exercise/Conversion
Restricted Stock Units
2022-06-18−3,788→ 75,761 total
→ Common Stock (3,788 underlying)
Exercise/Conversion
Restricted Stock Units
2022-04-18−3,788→ 83,337 total
→ Common Stock (3,788 underlying)
Exercise/Conversion
Restricted Stock Units
2022-07-18−3,788→ 71,973 total
→ Common Stock (3,788 underlying)

Footnotes (11)

[F1]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."
[F10]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.
[F11]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.
[F2]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).
[F3]The Reporting Person acquired the shares of Common Stock pursuant to 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.
[F4]Shares forfeited pursuant to tax withholding.
[F5]1/3 of the shares associated with the RSU vest on February 18, 2022, with the balance of shares associated with the RSU vesting in 24 equal monthly installments thereafter (in full shares, rounded as necessary)
[F6]The RSU was previously reported as covering 3,000,000 shares (prior to the Reverse Stock Split, which is equal to 136,364 shares post Reverse Stock Split).
[F7]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.
[F8]Pursuant to the Repricing, the exercise price was reduced for 58,182 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.
[F9]The option was originally granted on February 18, 2021. The shares of the Company's Common Stock underlying the options vest one-third on February 18, 2022, with the balance vesting monthly over the next 24 months.

Documents

1 file

4
ownership.xmlPrimary

Issuer

Arena Group Holdings, Inc.

CIK 0000894871

→

Entity typeother

Related Parties

filerCIK 0001847318

Filing Metadata

Form type: 4
Filed: Jul 31, 8:00 PM ET
Accepted: Aug 1, 3:59 PM ET
Size: 39.9 KB

View on SEC.gov