Edmondson Paul Taylor 4

Accession 0001493152-22-025229

CIK 0000894871other

View on SEC.gov Company Profile

Filed

Sep 6, 8:00 PM ET

Accepted

Sep 7, 2:46 PM ET

Size

76.8 KB

Accession

0001493152-22-025229

Insider Transaction Report

Form 4

Period: 2022-01-01

Arena Group Holdings, Inc.AREN

Edmondson Paul Taylor

Chief Executive Officer

Transactions

Exercise/Conversion
Restricted Stock Units
2022-08-01−4,312→ 73,297 total
→ Common Stock (4,312 underlying)
Disposition to Issuer
Common Stock
2022-01-07$88.00/sh−30$2,640→ 350 total(indirect: See footnote)
Exercise/Conversion
Restricted Stock Units
2022-01-01−51,732→ 103,479 total
→ Common Stock (51,732 underlying)
Exercise/Conversion
Restricted Stock Units
2022-02-01−4,312→ 99,167 total
→ Common Stock (4,312 underlying)
Exercise/Conversion
Common Stock
2022-01-01+51,732→ 61,283 total
Exercise/Conversion
Common Stock
2022-03-01+4,311→ 67,701 total
Disposition to Issuer
Common Stock
2022-03-02$88.00/sh−735$64,680→ 66,966 total
Exercise/Conversion
Common Stock
2022-04-01+4,312→ 71,278 total
Exercise/Conversion
Common Stock
2022-05-01+4,312→ 68,982 total
Exercise/Conversion
Restricted Stock Units
2022-04-01−4,312→ 90,544 total
→ Common Stock (4,312 underlying)
Exercise/Conversion
Restricted Stock Units
2022-06-01−4,311→ 81,921 total
→ Common Stock (4,311 underlying)
Disposition to Issuer
Common Stock
2022-03-02$88.00/sh−29$2,552→ 263 total(indirect: See footnote)
Disposition to Issuer
Common Stock
2022-04-05$88.00/sh−6,608$581,504→ 64,670 total
Disposition to Issuer
Common Stock
2022-04-05$88.00/sh−263$23,144→ 0 total(indirect: See footnote)
Exercise/Conversion
Common Stock
2022-06-01+4,311→ 73,293 total
Exercise/Conversion
Common Stock
2022-07-01+4,312→ 77,605 total
Disposition to Issuer
Common Stock
2022-01-07$88.00/sh−735$64,680→ 60,548 total
Exercise/Conversion
Common Stock
2022-02-01+4,312→ 64,860 total
Disposition to Issuer
Common Stock
2022-02-05$88.00/sh−1,470$129,360→ 63,390 total
Award
Stock Option (right to buy)
2022-03-18+219,837→ 219,837 total
Exercise: $8.82Exp: 2029-04-10→ Common Stock (219,837 underlying)
Exercise/Conversion
Restricted Stock Units
2022-05-01−4,312→ 86,232 total
→ Common Stock (4,312 underlying)
Exercise/Conversion
Restricted Stock Units
2022-07-01−4,312→ 77,609 total
→ Common Stock (4,312 underlying)
Exercise/Conversion
Restricted Stock Units
2022-09-01−4,311→ 68,986 total
→ Common Stock (4,311 underlying)
Disposition to Issuer
Common Stock
2022-02-05$88.00/sh−58$5,104→ 292 total(indirect: See footnote)
Tax Payment
Common Stock
2022-07-05$10.95/sh−32,351$354,243→ 45,254 total
Exercise/Conversion
Common Stock
2022-09-01+4,311→ 53,877 total
Disposition to Issuer
Stock Option (right to buy)
2022-03-18−4,546→ 0 total
Exercise: $11.93Exp: 2028-09-13→ Common Stock (4,546 underlying)
Award
Stock Option (right to buy)
2022-03-18+66,519→ 66,519 total
Exercise: $8.82Exp: 2031-02-18→ Common Stock (66,519 underlying)
Award
Stock Option (right to buy)
2022-06-06+25,000→ 25,000 total
Exercise: $10.69From: 2023-06-06Exp: 2032-06-06→ Common Stock (25,000 underlying)
Exercise/Conversion
Common Stock
2022-08-01+4,312→ 49,566 total
Award
Stock Option (right to buy)
2022-03-18+4,546→ 4,546 total
Exercise: $8.82Exp: 2028-09-13→ Common Stock (4,546 underlying)
Disposition to Issuer
Stock Option (right to buy)
2022-03-18−66,519→ 0 total
Exercise: $17.38Exp: 2031-02-18→ Common Stock (66,519 underlying)
Award
Restricted Stock Units
2022-06-06+25,000→ 25,000 total
From: 2023-06-06Exp: 2032-06-06→ Common Stock (25,000 underlying)
Exercise/Conversion
Restricted Stock Units
2022-03-01−4,311→ 94,856 total
→ Common Stock (4,311 underlying)
Disposition to Issuer
Stock Option (right to buy)
2022-03-18−219,837→ 0 total
Exercise: $10.12Exp: 2029-04-10→ Common Stock (219,837 underlying)

Footnotes (22)

[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]Repurchase of 29 already vested RSA shares at $88.00 per share on March 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
[F11]Repurchase of 6,608 already vested RSA shares at $88.00 per share on April 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder. This was the final repurchase pursuant to a repurchase agreement between the Issuer and shareholder
[F12]Repurchase of 263 already vested RSA shares at $88.00 per share on April 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder. This was the final repurchase pursuant to a repurchase agreement between the Issuer and shareholder
[F13]Shares forfeited pursuant to tax withholding.
[F14]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)
[F15]The RSU was previously reported as covering 3,414,634 shares (prior to the Reverse Stock Split, which is equal to 155,211 shares post Reverse Stock Split).
[F16]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.
[F17]Pursuant to the Repricing, the exercise price was reduced for 294,047 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.
[F18]The option was originally granted on September 18, 2018. The shares of the Company's Common Stock underlying the options vest one-third on September 18, 2019, with the balance vesting monthly over the next 24 months.
[F19]The option was originally granted on April 10, 2019. The shares of the Company's Common Stock underlying the options as amended vest one-third on the one year anniversary, 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). On Table I, the number of shares in Columns 4 and 5 on the second and third rows reflects previously filed transactions that now show their reverse split-adjusted amounts, and Column 5 is corrected to reflect the transaction on the first row of this Form 4 occurring prior to those transactions.
[F20]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.
[F21]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.
[F22]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.
[F3]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.
[F4]Repurchase of 735 already vested RSA shares at $88.00 per share on January 7, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder.
[F5]Repurchase of 29 already vested RSA shares at $88.00 per share on January 7, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder.
[F6]Holdings of Robin Edmondson, the Reporting Person's wife.
[F7]Repurchase of 1,470 already vested RSA shares at $88.00 per share on February 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
[F8]Repurchase of 58 already vested RSA shares at $88.00 per share on February 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
[F9]Repurchase of 735 already vested RSA shares at $88.00 per share on March 5, 2022 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder

Documents

1 file

4
ownership.xmlPrimary

Issuer

Arena Group Holdings, Inc.

CIK 0000894871

→

Entity typeother

Related Parties

filerCIK 0001754097

Filing Metadata

Form type: 4
Filed: Sep 6, 8:00 PM ET
Accepted: Sep 7, 2:46 PM ET
Size: 76.8 KB

View on SEC.gov