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Filing Details

Accession Number:: 0000899243-18-026229
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-10-04 18:02:40
Reporting Period:: 2018-03-30

Accepted Time:: 2018-10-04 18:02:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
894871	Themaven Inc.	MVEN	Cable & Other Pay Television Services (4841)	680232575

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
919484	E Mark Strome	100 Wilshire Blvd., Suite 1750 Santa Monica CA 90401		No	No	Yes	No
1713153	Strome Mezzanine Fund, Lp	100 Wilshire Blvd., Suite 1750 Santa Monica CA 90401		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-03-30	500,000	$2.50	4,384,763	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-04-25	2,910	$1.43	4,387,673	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-04-25	5,687	$1.44	4,393,360	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-04-25	5,000	$1.42	4,398,360	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-04-26	14,600	$1.46	4,412,960	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-04-27	29,408	$1.53	4,442,368	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-04-30	3,700	$1.57	4,446,068	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-04-30	1,000	$1.68	4,447,068	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-01	27,000	$1.62	4,474,068	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-01	7,000	$1.66	4,481,068	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2018-05-02	4,200	$1.62	4,485,268	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Acquisiton	2018-06-15	1	$0.00	1,500,000	$0.50
Common Stock	10% Convertible Debenture	Acquisiton	2018-06-15	0	$3,000,000.00	0	$1.29
Common Stock	10% Convertible Debenture	Disposition	2018-08-10	0	$0.00	0	$1.29
Common Stock	Series H Convertible Preferred Stock	Acquisiton	2018-08-10	3,600	$0.00	0	$0.33
Common Stock	Series H Convertible Preferred Stock	Acquisiton	2018-08-10	1,000	$1,000,000.00	0	$0.33
Common Stock	Series H Convertible Preferred Stock	Acquisiton	2018-08-10	1,000	$1,000,000.00	0	$0.33

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1	2018-06-15	2023-06-13	No	4	P	Indirect
1			No	4	P	Indirect
0			No	4	C	Indirect
3,600			No	4	P	Indirect
4,600			No	4	P	Indirect
5,600			No	4	P	Indirect

Footnotes

The reported securities are owned directly by Strome Living Trust (the "Living Trust"). Mark E. Strome is the trustee of the Living Trust and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Mr. Strome disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of his pecuniary interest in the securities.
The reported securities are owned directly by Strome Mezzanine Fund LP (the "Fund"), a 10% owner of the issuer. Strome Investment Management, L.P. ("SIM") is the general partner of the Fund and may be deemed to beneficially own the reported securities under Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Strome Group Inc. ("SG") is the general partner of SIM and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Mark E. Strome is the President and CEO of SG and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. SIM, SG and Mr. Strome disclaim beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of their respective pecuniary interest in the securities. The Fund, the Living Trust, the Revocable Trust (see note 9 below), SIM, SG and Mr. Strome are hereby referred to as the "Reporting Persons".
The original exercise price of the Warrant was $1.19 per share. However, the terms of the Warrant requires that the exercise price of the Warrant be reduced, but not below $0.50 per share, in the event of a subsequent issuance of securities convertible into the common stock at a lower exercise price upon notice by the purchaser. Effective as of August 3, 2018, the Issuer issued shares of Series H Convertible Preferred Stock with an exercise price of $0.33 per share. Accordingly, the exercise price of the Warrants was reduced by the Issuer to $0.50 per share in accordance with the terms of the Warrant. No additional common stock is issuable upon exercise of the Warrant as a result of the amendment to the exercise price.
In a private transaction between the Issuer and the Fund, in consideration for the issuance of the Warrant, the Fund surrendered a "true up" right under a securities purchase agreement, dated March 30, 2018, to purchase up to 500,000 additional shares of the Issuer's common stock at no cost under certain circumstances.
The 10% Convertible Debenture was convertible into common stock at any time, and had no expiration date.
The reported securities are subject to a conversion limitation that prohibits the Issuer from effecting a conversion of the reported securities into common stock if giving effect to the conversion would cause the holder to beneficially own in excess of 4.99% of the common stock (or, upon notice by the holder, in excess of 9.99% of the common stock). As beneficial owners of more than 10% of the common stock, the Reporting Persons are effectively barred from converting the reported securities into additional shares of common stock. Absent this conversion limitation, at the election of the Reporting Persons, the 5,600 shares of Series H Convertible Preferred Stock would be convertible into 16,969,677shares of the issuer's common stock.
In a private transaction between the Issuer and the Fund, the principal sum of the 10% Convertible Debenture was converted into 3,600 shares of Series H Convertible Preferred Stock, which are convertible into the same number of the Issuer's common stock, after taking into consideration automatic exercise price adjustments.
The Series H Convertible Preferred Stock is convertible into common stock at any time, and has no expiration date, but is subject to mandatory conversion on the fifth anniversary of the issuance date.
The reported securities are owned directly by The Mark Strome Revocable Trust (the "Revocable Trust"). Mark E. Strome is the trustee of the Revocable Trust and may also be deemed to beneficially own the reported securities under Section 13(d) of the Exchange Act. Mr. Strome disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Exchange Act, except the extent of his pecuniary interest in the securities.