Marchisotto Jill 4

Accession 0001493152-22-020869

CIK 0000894871other

View on SEC.gov Company Profile

Filed

Jul 31, 8:00 PM ET

Accepted

Aug 1, 4:02 PM ET

Size

61.5 KB

Accession

0001493152-22-020869

Insider Transaction Report

Form 4

Period: 2022-01-01

Arena Group Holdings, Inc.AREN

Marchisotto Jill

Chief Marketing Officer

Transactions

Exercise/Conversion
Common Stock
2022-01-01+25,866→ 25,866 total
Exercise/Conversion
Common Stock
2022-03-01+2,156→ 30,178 total
Exercise/Conversion
Common Stock
2022-05-01+2,156→ 34,490 total
Tax Payment
Common Stock
2022-07-05$10.95/sh−15,032$164,600→ 23,769 total
Exercise/Conversion
Restricted Stock Units
2022-04-01−2,156→ 45,272 total
→ Common Stock (2,156 underlying)
Award
Stock Option (right to buy)
2022-06-06+10,000→ 10,000 total
Exercise: $10.69From: 2023-06-06Exp: 2032-06-06→ Common Stock (10,000 underlying)
Award
Restricted Stock Units
2022-06-06+10,000→ 10,000 total
From: 2023-06-06Exp: 2032-06-06→ Common Stock (10,000 underlying)
Exercise/Conversion
Restricted Stock Units
2022-03-01−2,156→ 47,428 total
→ Common Stock (2,156 underlying)
Award
Stock Option (right to buy)
2022-03-18+7,735→ 7,735 total
Exercise: $8.82Exp: 2029-10-30→ Common Stock (7,735 underlying)
Award
Stock Option (right to buy)
2022-03-18+91→ 91 total
Exercise: $8.82Exp: 2030-12-31→ Common Stock (91 underlying)
Exercise/Conversion
Restricted Stock Units
2022-06-01−2,155→ 40,961 total
→ Common Stock (2,155 underlying)
Exercise/Conversion
Restricted Stock Units
2022-07-01−2,156→ 38,805 total
→ Common Stock (2,156 underlying)
Exercise/Conversion
Restricted Stock Units
2022-08-01−2,156→ 36,649 total
→ Common Stock (2,156 underlying)
Exercise/Conversion
Common Stock
2022-02-01+2,156→ 28,022 total
Exercise/Conversion
Common Stock
2022-07-01+2,156→ 38,801 total
Exercise/Conversion
Restricted Stock Units
2022-02-01−2,156→ 49,584 total
→ Common Stock (2,156 underlying)
Award
Stock Option (right to buy)
2022-03-18+4,546→ 4,546 total
Exercise: $8.82Exp: 2029-10-30→ Common Stock (4,546 underlying)
Exercise/Conversion
Common Stock
2022-04-01+2,156→ 32,334 total
Exercise/Conversion
Common Stock
2022-06-01+2,155→ 36,645 total
Exercise/Conversion
Common Stock
2022-08-01+2,156→ 25,925 total
Exercise/Conversion
Restricted Stock Units
2022-01-01−25,866→ 51,740 total
→ Common Stock (25,866 underlying)
Disposition to Issuer
Stock Option (right to buy)
2022-03-18−4,546→ 0 total
Exercise: $16.50Exp: 2029-10-30→ Common Stock (4,546 underlying)
Disposition to Issuer
Stock Option (right to buy)
2022-03-18−7,735→ 0 total
Exercise: $16.50Exp: 2029-10-30→ Common Stock (7,735 underlying)
Disposition to Issuer
Stock Option (right to buy)
2022-03-18−91→ 0 total
Exercise: $13.20Exp: 2030-12-31→ Common Stock (91 underlying)
Disposition to Issuer
Stock Option (right to buy)
2022-03-18−33,260→ 0 total
Exercise: $17.38Exp: 2031-02-18→ Common Stock (33,260 underlying)
Award
Stock Option (right to buy)
2022-03-18+33,260→ 33,260 total
Exercise: $8.82Exp: 2031-02-18→ Common Stock (33,260 underlying)
Exercise/Conversion
Restricted Stock Units
2022-05-01−2,156→ 43,116 total
→ Common Stock (2,156 underlying)

Footnotes (14)

[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 also on October 30, 2019. The shares of the Company's Common Stock underlying the options vest one-third on October 30, 2020, with the balance vesting monthly over the next 24 months.
[F11]The option was originally granted on December 31, 2020. The shares of the Company's Common Stock underlying the options vest one-third on December 31, 2021, with the balance vesting monthly over the next 24 months.
[F12]The option was originally granted on February 18, 2021. The shares of the Company's Common Stock underlying the options vest one-third on January 1, 2022, with the balance vesting monthly over the next 24 months.
[F13]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.
[F14]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 January 1, 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 1,707,317 shares (prior to the Reverse Stock Split, which is equal to 77,606 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 45,632 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 October 30, 2019. The shares of the Company's Common Stock underlying the options vest one-third on October 30, 2020, 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 0001843647

Filing Metadata

Form type: 4
Filed: Jul 31, 8:00 PM ET
Accepted: Aug 1, 4:02 PM ET
Size: 61.5 KB

View on SEC.gov