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13D Filing: Cannell Capital and TheStreet Inc. (TST)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Cannell Capital 3,378,347 0 3,378,347 0 3,378,347 9.48%
J. Carlo Cannell 3,378,347 0 3,378,347 0 3,378,347 9.48%
J. Carlo Cannell
J. Carlo Cannell
Cannell Capital

Page 1 of 8 – SEC Filing



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



SCHEDULE 13D



Under the Securities Exchange Act of 1934



(Amendment No.4 )
1


TheStreet, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

88368Q103

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY

83414

(307) 733-2284

(Name, Address and Telephone Number of Person

to Receive Notices and Communications)

April 19, 2017

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ☐

Note.

Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

______________________

* The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.

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Page 2 of 8 – SEC Filing

CUSIP No. 88368Q103 Page 2 of 8 Pages
1

NAME OF REPORTING PERSON

Cannell Capital LLC

I.R.S. Identification Nos. of above persons (entities only)

94-3366999

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

(see instructions)

WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER*

3,378,347

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER*

3,378,347

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,378,347

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.48%*

14

TYPE OF REPORTING PERSON

IA

* Based on information set forth on the Form 10-K of TheStreet, Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
March 20, 2017, there were 35,628,317 shares of Common Stock par value $0.01
per share (the “Shares”), of the Company issued and outstanding as of
March 15, 2017.

   As of March 31, 2017 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”), and sundry separately managed accounts, over
which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively
with Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 3,378,347 Shares.

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Page 3 of 8 – SEC Filing

CUSIP No. 88368Q103 Page 3 of 8 Pages
1

NAME OF REPORTING PERSON

J. Carlo Cannell

I.R.S. Identification Nos. of above persons (entities only)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

(see instructions)

WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER*

3,378,347

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER*

3,378,347

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,378,347

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.48%*

14

TYPE OF REPORTING PERSON

IN

* Based on information set forth on the Form 10-K of TheStreet, Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
March 20, 2017, there were 35,628,317 shares of Common Stock par value $0.01
per share (the “Shares”), of the Company issued and outstanding as of
March 15, 2017.

   As of March 31, 2017 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”),
the Tristan Offshore Fund Ltd. (“Tristan Offshore”), and sundry separately managed accounts, over
which J. Carlo Cannell has investment discretion (the “Cannell SMAs” and collectively
with Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 3,378,347 Shares.

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Page 4 of 8 – SEC Filing

CUSIP No. 88368Q103 Page 4 of 8 Pages

   Cannell Capital LLC acts as the investment adviser to Tristan,
Tristan Offshore, and the Cannell SMAs.
Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC.
The Reporting Person possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.

Item 1.   Security and Issuer
The title of the class of equity securities to which this Schedule 13D relates is
the Common Stock par value $0.01 per share of TheStreet, Inc.,
a Delaware corporation. The address of the principal executive offices of the
Company is 14 Wall Street, 15th Floor, New York, NY 10005.
Item 2.   Identity and Background
a)

The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).

The Reporting Person is the sole managing member of Cannell Capital LLC, investment adviser to
the Cannell SMAs and to the following entities:

Tristan Partners, L.P.

Tristan Offshore Fund, Ltd.

Set forth in the attached Annex “A” and incorporated herein by reference is a
listing of the directors, general partners, managing members and controlling
persons of the Reporting Person and the Investment Vehicles (collectively,
the “Covered Persons”), and sets forth the principal occupation,
citizenship and principal place of business of each Covered Person.

b)

The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

c)

The principal business of the Reporting Person is the performance of
investment management and advisory services. The principal business of the
Investment Vehicles is investment in securities.

d)

Neither the Reporting Person, nor to the best of its knowledge, any of the
Investment Vehicles, has, in the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

e)

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment
Vehicles, has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.

f)

The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A
and incorporated herein by reference.

Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming
limited liability company.

Item 3.   Source and Amount of Funds or Other Consideration

The securities to which this statement relates were acquired by the Reporting
Person using the working capital of each Investment Vehicle as follows:

Tristan Partners, L.P.: $3,231,163

Tristan Offshore Fund, Ltd.: $1,722,346

Cannell Separately Managed Accounts: $458,864

The Investment Vehicles have invested an aggregate amount of approximately $5,412,373 in the Shares.

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Page 5 of 8 – SEC Filing

CUSIP No. 88368Q103 Page 5 of 8 Pages
Item 4.   Purpose of Transaction

Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each
Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue to hold
the Shares as a long-term investment.

Mr. Cannell has previously submitted to the Company a stockholder proposal to nominate a director for election at the Company’s 2017 annual meeting of stockholders.

Mr. Cannell files this 13D amendment to reflect recent purchases of the Shares. Additionally, on April 19, 2017 Mr. Cannell issued a press release regarding his delivery of an open letter to fellow stockholders.
The open letter urges stockholders to vote “AGAINST” two of the director candidates on the Company’s ballot for the 2017 annual meeting.
A copy of the press release is attached hereto as Exhibit 99 and is incorporated by reference in this Item 4 in its entirety.

Above and beyond the action summarized above, Mr. Cannell reserves the right to discuss various views and opinions with respect to the
Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may
extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors,
senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem
necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to,
pursuit of strategic initiatives to enhance shareholder value.

In addition to the actions set forth above, Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j)
to the Schedule 13D general instructions.

Except as set forth above and in the press release attached as Exhibit 99, Mr. Cannell has no present plans or proposals that relate to or would result in any of
the transactions described in Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer
Based on information set forth in the Company’s Form 10-K as filed with the
Securities and Exchange Commission on March 20, 2017, there were 35,628,317
Common Shares issued and outstanding as of March 15, 2017.

(a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell
Capital LLC may be deemed to beneficially own 3,378,347 Shares, or approximately
9.48% of the Shares deemed issued and outstanding as of the Reporting Date.

(b)  Cannell Capital LLC possesses the sole power to vote and to direct
the disposition of the Shares held by the Investment Vehicles.

(c)  The following table details the transactions during the sixty days on or prior
to the Reporting Date in Shares, or securities convertible into, exercisable for or
exchangeable for Shares, by Cannell Capital LLC or any other person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof (each of which was effected in
an ordinary brokerage transaction by Cannell Capital LLC on behalf
of the Investment Vehicles).

Entity Date Quantity Price

Per Share

Form Of

Transaction

&nbsp
Tristan 03/08/2017 142,002 0.76 Buy
Tristan Offshore 03/08/2017 57,998 0.76 Buy
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None
Item 7.   Material to Be Filed as Exhibits
Press Release dated April 19, 2017.
Filed as Exhibit 99.

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Page 6 of 8 – SEC Filing

CUSIP No. 88368Q103 Page 6 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 19, 2017

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

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Page 7 of 8 – SEC Filing

CUSIP No. 88368Q103 Page 7 of 8 Pages

Annex “A”

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or
jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Cannell Capital LLC

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Tristan Partners, L.P.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

Tristan Offshore Fund, Ltd.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser

Investment Management

Cayman Islands

(2)

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Page 8 of 8 – SEC Filing

CUSIP No. 88368Q103 Page 8 of 8 Pages

Annex “B”

Agreement Regarding the Joint Filing of Schedule 13D

1) Each of them is individually eligible to use the Schedule 13D to which this
Exhibit is attached, and such Schedule 13D is filed on behalf each of them;
2) Each of them is responsible for the timely filing of such Schedule 13D and
any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.

Dated:  April 19, 2017

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

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