Sec Form 4 Filing - Dialectic Antithesis Partners, LP @ theMaven, Inc. - 2020-12-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Dialectic Antithesis Partners, LP 2. Issuer Name and Ticker or Trading Symbol theMaven, Inc. [ MVEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2020 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series H Preferred Stock, par value $0.01 per share $ 0.33 ( 3 ) 12/28/2020 S( 2 ) 880 ( 2 ) 08/10/2018 ( 3 ) Common Stock, par value $0.01 per share 2,666,667 ( 2 ) 0 ( 2 ) D ( 1 ) 12% Senior Secured Subordinated Convertible Debentures $ 0.33 ( 4 ) 12/28/2020 S( 2 ) 12/18/2020( 4 ) 12/31/2020 Common Stock, par value $0.01 per share 1,515,152 ( 2 ) 0 ( 2 ) D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dialectic Antithesis Partners, LP 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA90025 See Remarks BR Dialectic Capital Management, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA90025 See Remarks Signatures DIALECTIC ANTITHESIS PARTNERS, LP By: BR Dialectic Capital Management, LLC Its: General Partner By: /s/ Bryant R. Riley Its: Authorized Signatory 12/30/2020 Signature of Reporting Person Date BR DIALECTIC CAPITAL MANAGEMENT, LLC By: B. Riley Capital Management, LLC Its: Sole Member By: /s/ Bryant R. Riley Its: Chief Executive Officer 12/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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).

Remarks: Prior to the transactions described in this Form 4, the Reporting Persons, together with the other reporting persons identified in the Form 3 filed with the Securities and Exchange Commission on December 4, 2020 and with 180 Degree Capital Corp. ("180"), may have been deemed to be members of a Section 13(d) group that collectively owned more than 10% of the Issuer's voting securities. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer held of record or beneficially owned by 180 and its affiliates, and, as a result of the transactions described in this Form 4, the Reporting Persons are no longer members of a Section 13(d) group with 180.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.