Sec Form 4/A Filing - Edmondson Paul Taylor @ theMaven, Inc. - 2019-06-01

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FORM 4/A
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
Edmondson Paul Taylor
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
X __ Officer (give title below) _____ Other (specify below)
President, Platform
(Last) (First) (Middle)
200 VESEY STREET, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2019
(Street)
NEW YORK, NY10281
4. If Amendment, Date Original Filed (MM/DD/YY)
12/29/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/01/2019 F( 1 ) 68,321 D $ 0.45( 2 ) 865,676 D
Common Stock 06/01/2019 F( 3 ) 853 D $ 0.45( 2 ) 24,390 I( 4 ) See footnote
Common Stock 09/30/2019 F( 5 ) 78,063 D $ 0.775( 6 ) 787,613 D
Common Stock 09/30/2019 F( 7 ) 1,266 D $ 0.775( 6 ) 23,124 I( 4 ) See footnote
Common Stock 02/01/2020 F( 8 ) 83,629 D $ 0.819( 9 ) 703,984 D
Common Stock 02/01/2020 F( 10 ) 1,281 D $ 0.819( 9 ) 21,843 I( 4 ) See footnote
Common Stock 06/01/2020 F( 11 ) 79,116 D $ 0.478( 12 ) 624,868 D
Common Stock 06/01/2020 F( 13 ) 990 D $ 0.478( 12 ) 20,853 I( 4 ) See footnote
Common Stock 10/01/2020 F( 14 ) 81,306 D $ 0.863( 15 ) 543,562 D
Common Stock 10/01/2020 F( 16 ) 1,303 D $ 0.863( 15 ) 19,550 I( 4 ) See footnote
Common Stock 12/31/2020 D 155,666 D $ 0 387,896( 17 ) D
Common Stock 12/31/2020 D 4,207 D $ 0 15,343( 17 ) I( 4 ) See footnote
Common Stock 01/04/2021 D 16,162 D $ 4 371,734( 18 ) D
Common Stock 01/04/2021 D 639 D $ 4 14,704( 19 ) I( 4 ) See footnote
Common Stock 02/02/2021 D 16,162 D $ 4 355,572( 20 ) D
Common Stock 02/02/2021 D 639 D $ 4 14,065( 21 ) I( 4 ) See footnote
Common Stock 03/02/2021 D 16,162 D $ 4 339,410( 22 ) D
Common Stock 03/02/2021 D 639 D $ 4 13,426( 23 ) I( 4 ) See footnote
Common Stock 06/02/2021 D 48,486 D $ 4 290,924( 24 ) D
Common Stock 06/02/2021 D 1,917 D $ 4 11,509( 25 ) I( 4 ) See footnote
Common Stock 07/02/2021 D 16.162 D $ 4 274,762( 26 ) D
Common Stock 07/02/2021 D 639 D $ 4 10,870( 27 ) I( 4 ) See footnote
Common Stock 08/03/2021 D 16.162 D $ 4 258,600( 28 ) D
Common Stock 08/03/2021 D 639 D $ 4 10,231( 29 ) I( 4 ) See footnote
Common Stock 09/03/2021 D 16.162 D $ 4 242,438( 30 ) D
Common Stock 09/03/2021 D 639 D $ 4 9,592( 31 ) I( 4 ) See footnote
Common Stock 10/04/2021 D 16.162 D $ 4 226,276( 32 ) D
Common Stock 10/04/2021 D 639 D $ 4 8,953( 33 ) I( 4 ) See footnote
Common Stock 11/02/2021 D 16.162 D $ 4 210,114( 34 ) D
Common Stock 11/02/2021 D 639 D $ 4 8,314( 35 ) I( 4 ) See footnote
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
Options to purchase $ 0.5425 09/13/2018 A 100,000 10/14/2018( 36 ) 09/14/2028 Common Stock 100,000 $ 0 100,000 D
Options to purchase $ 0.46 04/10/2019 A V 4,836,402( 37 ) ( 38 ) 04/10/2029 Common Stock 4,836,402 $ 0 4,936,402 D
Options to purchase $ 0.46 04/10/2019 A V 362,730( 37 ) ( 38 ) 04/10/2029 Common Stock 362,730 $ 0 362,730 I( 4 ) See footnote
RSU $ 0 05/31/2019 A V 933,997 ( 39 ) ( 39 ) Common Stock 933,997 $ 0 933,997 D
RSU $ 0 05/31/2019 A V 25,243 ( 39 ) ( 39 ) Common Stock 25,243 $ 0 25,243 I( 4 ) See footnote
RSU ( 40 ) 12/31/2020 D 933,997 ( 41 ) ( 41 ) Common Stock 933,997 $ 0 933,997 D
RSU ( 40 ) 12/31/2020 D 25,243 ( 41 ) ( 41 ) Common Stock 25,243 $ 0 25,243 I( 4 ) See footnote
Options to purchase $ 0.79 02/18/2021 A 1,463,415 01/01/2022( 42 ) 02/18/2031 Common Stock 1,463,415 $ 0 1,463,415 D
RSU ( 40 ) 02/18/2021 A 3,414,634 01/01/2022( 43 ) ( 43 ) Common Stock 3,414,634 $ 0 3,414,634 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Edmondson Paul Taylor
200 VESEY STREET, 24TH FLOOR
NEW YORK, NY10281
President, Platform
Signatures
/s/ Paul Edmondson 01/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on June 1, 2019.
( 2 )Represents the closing price of the Issuer's common stock on June 1, 2019.
( 3 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on June 1, 2019.
( 4 )Holdings of Robin Edmondson, wife
( 5 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on September 30, 2019.
( 6 )Represents the closing price of the Issuer's common stock on September 30, 2019.
( 7 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on September 30, 2019.
( 8 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on February 1, 2020.
( 9 )Represents the closing price of the Issuer's common stock on February 1, 2020.
( 10 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on February 1, 2020.
( 11 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on June 1, 2020.
( 12 )Represents the closing price of the Issuer's common stock on June 1, 2020.
( 13 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on June 1, 2020.
( 14 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 155,666 RSA shares on October 1, 2020.
( 15 )Represents the closing price of the Issuer's common stock on October 1, 2020.
( 16 )The shares were applied to the payment of withholding taxes arising in connection with the vesting of 4,207 RSA shares on October 1, 2020.
( 17 )Unvested RSA shares forfeit on 12/31/2020 (pursuant to agreement between the Issuer and shareholder). Remaining shares beneficially owned after transaction are net of both a) this disposition and also b) the earlier relinquishment of shares to company pursuant to tax withholdings applied to earlier vesting of shares
( 18 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on January 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 19 )Repurchase of 639 shares on January 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 20 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on February 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 21 )Repurchase of 639 already vested RSA shares at $4.00 per share on February 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 22 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on March 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 23 )Repurchase of 639 already vested RSA shares at $4.00 per share on March 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 24 )Repurchase of 48,486 already vested RSA shares at $4.00 per share on June 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 25 )Repurchase of 1,917 already vested RSA shares at $4.00 per share on June 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 26 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on July 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 27 )Repurchase of 639 already vested RSA shares at $4.00 per share on July 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 28 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on August 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 29 )Repurchase of 639 already vested RSA shares at $4.00 per share on August 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 30 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on September 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 31 )Repurchase of 639 already vested RSA shares at $4.00 per share on September 3, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 32 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on October 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 33 )Repurchase of 639 already vested RSA shares at $4.00 per share on October 4, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 34 )Repurchase of 16,162 already vested RSA shares at $4.00 per share on November 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 35 )Repurchase of 639 already vested RSA shares at $4.00 per share on November 2, 2021 by Issuer pursuant to a repurchase agreement between the Issuer and shareholder
( 36 )Vesting 1/36 monthly.
( 37 )Vesting is a combined overlay of Time-based, Stock-Price-based, and Stock-Listing-based conditions. Time-based vesting is 1/3 vest after 1 year, with the balance monthly over next 2 years. Stock-Price vesting is a potential downward adjustment to the otherwise Time-based vested shares, where such adjustment is based on the rolling 45-day Volume Weighted Average Price set against specific price targets. Stock Listing vesting means that no otherwise Time-based and Stock Price-based vested shares are actually deemed as vested unless the Issuer's common stock is listed on a national securities exchange registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934.
( 38 )The ability to exercise is subject to both: i) vesting conditions (2) and ii) the Issuer's Board of Directors approving a requisite increase in authorized shares of common stock, after the date the grant was issued, that would apply to this grant.
( 39 )1/6 vest on 6/1/2019 and 1/6 vest every 4 months thereafter (10/1/2019, 2/1/2020, 6/1/2020, 10/1/2020, and 2/1/2021). The ability to exercise is subject to the Issuer's Board of Directors approving a requisite increase in authorized shares of common stock, after the date the grant was issued, that would apply to this grant
( 40 )Each RSU represents a contingent right to receive 1 share of the Issuer's common stock.
( 41 )RSU shares were forfeit without having vested on 12/31/2020 (pursuant to agreement between the Issuer and shareholder).
( 42 )1/3 of the shares associated with the Option will vest on January 1, 2022; with the balance of the shares vesting in a series of twenty-four (24) successive equal monthly installments thereafter.
( 43 )1/3 of the RSUs will vest on January 1, 2022; with the balance of the RSUs vesting in a series of twenty-four (24) successive equal monthly installments thereafter. In addition, the RSUs' vesting will accelerate in accordance with the terms of Participants employment agreement with the Company.

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