Sec Form 4 Filing - B. Riley Financial, Inc. @ Arena Group Holdings, Inc. - 2022-02-24

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
Arena Group Holdings, Inc. [ AREN]
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)
02/24/2022
(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 02/24/2022 P 2,048 A $ 8 1,028,044 I By B. Riley Securities, Inc.( 1 )( 2 )( 3 )
Common Stock, par value $0.01 per share 02/28/2022 P 400 A $ 7.75 1,028,444 I By B. Riley Securities, Inc.( 1 )( 2 )( 3 )
Common Stock, par value $0.01 per share 02/28/2022 P 200 A $ 7.8 1,160,138 D( 4 )
Common Stock, par value $0.01 per share 15,500 I By Bryant R. Riley, as UTMA custodian for Charlie Riley( 1 )( 3 )
Common Stock, par value $0.01 per share 15,500 I By Bryant R. Riley, as UTMA custodian for Eloise Riley( 1 )( 3 )
Common Stock, par value $0.01 per share 15,500 I By Bryant R. Riley, as UTMA custodian for Susan Riley( 1 )( 3 )
Common Stock, par value $0.01 per share 15,500 I By Bryant R. Riley, as UTMA custodian for Abigail Riley( 1 )( 3 )
Common Stock, par value $0.01 per share 3,433,532 I By BRF Investments, LLC( 1 )( 2 )( 3 )
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 08/19/2020 ( 5 ) Common Stock, par value $0.01 per share ( 5 ) 110 I By B. Riley Principal Investments, LLC( 1 )( 2 )( 3 )
Series H Preferred Stock, par value $0.01 per share $ 0.33 08/19/2021 ( 5 ) Common Stock, par value $0.01 per share ( 5 ) 865 I By BRF Investments, LLC( 1 )( 2 )( 3 )
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
B. Riley Securities, Inc.
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
X
B. RILEY PRINCIPAL INVESTMENTS, LLC
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
X
BRF Investments, LLC
11100 SANTA MONICA BLVD SUITE 800
LOS ANGELES, CA90025
X
RILEY BRYANT R
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA90025
X
Signatures
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 02/28/2022
Signature of Reporting Person Date
B. Riley Securities, Inc. by: /s/ Andrew Moore, Chief Executive Officer 02/28/2022
Signature of Reporting Person Date
B. Riley Principal Investments, LLC by: /s/ Kenneth Young, Chief Executive Officer 02/28/2022
Signature of Reporting Person Date
BRF Investments, LLC., by: /s/ Phillip Ahn, Authorized Signatory 02/28/2022
Signature of Reporting Person Date
/s/ Bryant R. Riley 02/28/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Investments, LLC, a Delaware corporation ("BRFI"), and Bryant R. Riley.
( 2 )BRF is the parent company of BRS, BRPI and BRFI. As a result, BRF may be deemed to indirectly beneficially own the securities of The Arena Group Holdings, Inc. (the "Issuer") held of record by BRS, BRPI and BRFI. BRF 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 R. Riley, as Chief Executive Officer of BRCM and Chai rman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held of record by BRS, BRPI and BRFI. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRS, BRPI and BRFI. Bryant R. 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 )Represents shares held directly by Bryant R. Riley.
( 5 )Subject to the conversion limitation described in the next sentence, the reported security is convertible into common stock of the Issuer at any time, and has no expiration date, but is subject to mandatory conversion on the fifth anniversary of the issuance date. The reported security is subject to a conversion limitation that prohibits the Issuer from effecting a conversion of the reported security into common stock if giving effect to the conversion would cause the holder to beneficially own (together with its affiliates or any "group" members) in excess of 4.99% of the common stock (or, upon notice by the holder, in excess of 9.99% of the common stock).

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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