Sec Form 4 Filing - B. Riley Financial, Inc. @ theMaven, Inc. - 2020-12-18

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
B. Riley Financial, Inc.
2. Issuer Name and Ticker or Trading Symbol
theMaven, Inc. [ MVEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11100 SANTA MONICA BLVD., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
12/18/2020
(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
Common Stock, par value $0.01 per share 12/18/2020( 4 ) C( 4 ) 21,785,714 ( 4 ) A $ 0.7 ( 4 ) 21,785,714 I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock, par value $0.01 per share 12/30/2020( 5 )( 6 ) C( 5 )( 6 ) 285,000 ( 5 ) ( 6 ) A $ 0.4 ( 6 ) 22,070,714 I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )
Common Stock, par value $0.01 per share 12/30/2020( 6 ) C( 6 )( 8 ) 66,207 ( 6 ) ( 8 ) A $ 0.4 ( 6 ) 22,136,921 I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 8 )
Common Stock, par value $0.01 per share 12/30/2020( 5 )( 6 ) C( 5 )( 6 ) 29,929,714 ( 5 ) ( 6 ) A $ 0.33 ( 6 ) 52,066,635 I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )
Common Stock, par value $0.01 per share 12/30/2020( 6 ) C( 6 )( 9 ) 8,095,169 ( 6 ) ( 9 ) A $ 0.33 ( 6 ) 60,161,804 I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 9 )
Common Stock, par value $0.01 per share 12/18/2020( 4 ) C( 4 ) 1,780,000 ( 4 ) A $ 0.7 ( 4 ) 1,780,000 I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) ( 3 ) ( 4 )
Common Stock, par value $0.01 per share 12/30/2020( 5 )( 6 ) C( 5 )( 6 ) 4,590,067 ( 5 ) ( 6 ) A $ 0.33 ( 6 ) 6,370,067 I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )
Common Stock, par value $0.01 per share 12/30/2020( 6 ) C( 6 )( 10 ) 1,241,488 ( 6 ) ( 10 ) A $ 0.33 ( 6 ) 7,611,555 I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 10 )
Common Stock, par value $0.01 per share 12/18/2020( 7 ) C( 7 ) 8,417,500 ( 7 ) A $ 0.4 ( 7 ) 8,417,500 I By BRF Finance Co., LLC ( 1 ) ( 2 ) ( 3 ) ( 7 )
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 J Preferred Stock, par value $0.01 per share $ 0.7 ( 4 ) 12/18/2020( 4 ) C( 4 ) 15,250 ( 4 ) 12/18/2020( 4 ) ( 4 ) Common Stock, par value $0.01 per share 21,785,714 ( 4 ) $ 0 ( 4 ) 0 ( 4 ) I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 4 )
Series J Preferred Stock, par value $0.01 per share $ 0.7 ( 4 ) 12/18/2020( 4 ) C( 4 ) 1,246 ( 4 ) 12/18/2020( 4 ) ( 4 ) Common Stock, par value $0.01 per share 1,780,000 ( 4 ) $ 0 ( 4 ) 0 ( 4 ) I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) ( 3 ) ( 4 )
12% Senior Secured Subordinated Convertible Debentures $ 0.4 ( 6 ) 12/30/2020( 5 )( 6 ) C( 5 )( 6 ) 12/18/2020( 5 )( 6 ) 12/31/2020 Common Stock, par value $0.01 per share 285,000 ( 5 ) ( 6 ) $ 0 ( 5 ) ( 6 ) 0 ( 5 ) ( 6 ) I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )
Conversion Right - Interest Payable in Common Stock $ 0.4 ( 6 ) 12/30/2020( 6 ) J( 6 ) 12/31/2020( 6 ) 12/31/2020( 6 ) Common Stock, par value $0.01 per share 66,207 ( 6 ) ( 8 ) $ 0 ( 6 ) $ 26,482.72 ( 6 ) ( 8 ) I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 8 )
Conversion of Interest Payable in Common Stock $ 0.4 ( 6 ) 12/31/2020( 6 )( 8 ) C( 6 )( 8 ) 12/31/2020( 6 ) 12/31/2020( 6 ) Common Stock, par value $0.01 per share 66,207 ( 6 ) ( 8 ) $ 0 ( 6 ) 0 ( 6 ) I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 8 )
12% Senior Secured Subordinated Convertible Debentures $ 0.33 ( 6 ) 12/30/2020( 5 )( 6 ) C( 5 )( 6 ) 12/18/2020( 5 )( 6 ) 12/31/2020 Common Stock, par value $0.01 per share 29,929,714 ( 5 ) ( 6 ) $ 0 ( 5 ) ( 6 ) 0 ( 5 ) ( 6 ) I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )
Conversion Right - Interest Payable in Common Stock $ 0.33 ( 6 ) 12/30/2020( 6 ) J( 6 ) 12/31/2020( 6 ) 12/31/2020( 6 ) Common Stock, par value $0.01 per share 8,095,169 ( 6 ) ( 9 ) $ 0 ( 6 ) $ 2,671,405.75 ( 6 ) ( 9 ) I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 9 )
Conversion of Interest Payable in Common Stock $ 0.33 ( 6 ) 12/31/2020( 6 )( 9 ) C( 6 )( 9 ) 12/31/2020( 6 ) 12/31/2020( 6 ) Common Stock, par value $0.01 per share 8,095,169 ( 6 ) ( 9 ) $ 0 ( 6 ) 0 ( 6 ) I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 9 )
12% Senior Secured Subordinated Convertible Debentures $ 0.33 ( 6 ) 12/30/2020( 5 )( 6 ) C( 5 )( 6 ) 12/18/2020( 5 )( 6 ) 12/31/2020 Common Stock, par value $0.01 per share 4,590,067 ( 5 ) ( 6 ) $ 0 ( 5 ) ( 6 ) $ 0 ( 5 ) ( 6 ) I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) ( 3 ) ( 5 ) ( 6 )
Conversion Right - Interest Payable in Common Stock $ 0.33 ( 6 ) 12/30/2020( 6 ) J( 6 ) 12/31/2020( 6 ) 12/31/2020( 6 ) Common Stock, par value $ 0.01 per share 1,241,488 ( 6 ) ( 10 ) $ 0 ( 6 ) $ 409,690.93 ( 6 ) ( 10 ) I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 10 )
Conversion of Interest Payable in Common Stock $ 0.33 ( 6 ) 12/31/2020( 6 )( 10 ) C( 6 )( 10 ) 12/31/2020( 6 ) 12/31/2020( 6 ) Common Stock, par value $0.01 per share 1,241,488 ( 6 ) ( 10 ) $ 0 ( 6 ) 0 ( 6 ) I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 10 )
Series K Preferred Stock, par value $0.01 per share $ 0.4 ( 7 ) 12/18/2020( 7 ) C( 7 ) 3,367 ( 7 ) 12/18/2020( 7 ) ( 7 ) Common Stock, par value $0.01 per share 8,417,500 ( 7 ) $ 0 ( 7 ) 0 ( 7 ) I By BRF Finance Co., LLC ( 1 ) ( 2 ) ( 3 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
B. Riley Financial, Inc.
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
X
BRC Partners Opportunity Fund, LP
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
See Remarks
BRC Partners Management GP, LLC
11100 SANTA MONICA BLVD, SUITE 800
LOS ANGELES, CA90025
See Remarks
B. RILEY CAPITAL MANAGEMENT, LLC
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
See Remarks
B. RILEY PRINCIPAL INVESTMENTS, LLC
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
X
BRF Finance Co., LLC
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
See Remarks
RILEY BRYANT R
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
X
Signatures
B. RILEY FINANCIAL, INC. By: /s/ Bryant R. Riley Its: Co-Chief Executive Officer 01/04/2021
Signature of Reporting Person Date
BRC PARTNERS OPPORTUNITY FUND, LP By: /s/ Bryant R. Riley Its: Chief Investment Officer 01/04/2021
Signature of Reporting Person Date
BRC PARTNERS MANAGEMENT GP, LLC By: B. Riley Capital Management, LLC Its: Sole Member By: /s/ Bryant R. Riley Its: Chief Executive Officer 01/04/2021
Signature of Reporting Person Date
B. RILEY CAPITAL MANAGEMENT, LLC By: /s/ Bryant R. Riley Its: Chief Executive Officer 01/04/2021
Signature of Reporting Person Date
B. RILEY PRINCIPAL INVESTMENTS, LLC By: /s/ Daniel Shribman Its: President 01/04/2021
Signature of Reporting Person Date
BRF FINANCE CO., LLC By: /s/ Daniel Shribman Its: Chief Investment Officer 01/04/2021
Signature of Reporting Person Date
/s/ Bryant R. Riley 01/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Finance Co., LLC, a Delaware limited liability company ("BRF Finance") and Bryant Riley.
( 2 )BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the securities of theMaven, Inc. (the "Issuer") held of record by BRPLP. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRPI. BRF Finance is a wholly owned subsidiary of BRF. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRF Finance. Each of BRF, BRPGP and BRCM expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such Reporting Person's pecuniary interest therein.
( 3 )Bryant Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held of record by BRPLP, BRPI and BRF Finance. As a result, Bryant Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRPLP, BRPI and BRF Finance. Mr. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein.
( 4 )The Issuer issued its Series J Convertible Preferred Stock, par value $0.01 per shar e (the "Series J Preferred Stock") at a stated value equal to $1,000 per share. Pursuant to the terms of the Series J Preferred Stock, each share of Series J Preferred Stock automatically converts into shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") at a rate equal to the stated value of $1,000 per share divided by the conversion price of $0.70 per share 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, all shares of Series J Preferred Stock held of record by BRPI and BRPLP automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series J Preferred Stock does not have an expiration date.
( 5 )Pursuant to the terms of the 12% Senior Secured Subordinated Convertible Debentures of the Issuer (the "Convertible Debentures"), the principal amount of the Convertible Debentures may only be converted into shares of 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 held of record by BRPI and BRPLP became convertible on December 18, 2020.
( 6 )On December 30, 2020, BRPI and BRPLP each executed Irrevocable Notices of Conversion (each, a "Conversion Notice"), pursuant to which BRPI and BRPLP elected to convert the principal amount of the Convertible Debentures held by them, respectively, into shares of Common Stock at a conversion price equal to (i) $0.33 in respect of the Convertible Debentures purchased on December 12, 2018 (the "2018 Convertible Debentures"), and (ii) $0.40 in respect of the Convertible Debentures purchased on March 18, 2019 (the "2019 Convertible Debentures"). Pursuant to the terms of the Conversion Notices (and notwithstanding the fact that the terms of the Convertible Debentures do not expressly provide for the conversion of accrued interest into Common Stock), each of BRPI and BRPLP elected to convert the interest due on the Convertible Debentures into shares of Common Stock at the same conversion rate and terms governing conversion of the principal amount of such Convertible Debentures, as applicable.
( 7 )The Issuer issued it Series K Convertible Preferred Stock, par value $0.01 per share (the "Series K Preferred Stock") at a stated value equal to $1,000 per share. Pursuant to the terms of the Series K Preferred Stock, each share of Series K Preferred Stock automatically converts into shares of Common Stock at a rate equal to the stated value of $1,000 per share divided by the conversion price of $0.40 per share 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, all shares of Series K Preferred Stock held of record by BRF Finance automatically converted into shares of Common Stock through no action of the Reporting Persons. The Series K Preferred Stock does not have an expiration date.
( 8 )Represents $26,482.72 in accrued interest on the 2019 Convertible Debentures previously held of record by BRPI. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.40 on December 31, 2020.
( 9 )Represents $2,671,405.75 in accrued interest on the 2018 Convertible Debentures previously held of record by BRPI. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.33 on December 31, 2020.
( 10 )Represents $409,690.93 in accrued interest on the 2018 Convertible Debentures previously held of record by BRPLP. Pursuant to the applicable Conversion Notice, such accrued interest was converted into shares of Common Stock at a conversion price equal to $0.33 on December 31, 2020.

Remarks:
BRPLP, BRPGP, BRCM and BRF Finance, together with the other Reporting Persons and 180 Degree Capital Corp. ("180"), may be deemed to be members of a Section 13(d) group that collectively owns more than 10% of the Issuer's voting securities. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer held or beneficially owned by 180 and its affiliates

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).
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