Ross Levinsohn - Aug 26, 2021 Form 4 Insider Report for Arena Group Holdings, Inc. (AREN)

Signature
/s/ Ross Levinsohn
Stock symbol
AREN
Transactions as of
Aug 26, 2021
Transactions value $
-$540,192
Form type
4
Date filed
5/25/2022, 12:43 PM
Previous filing
Nov 23, 2021
Next filing
May 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AREN Common Stock Options Exercise +155K +241.51% 219K Aug 26, 2021 Direct F1, F2, F3
transaction AREN Common Stock Award $14.8K +1.14K +0.52% $12.98 221K Nov 22, 2021 Direct F1, F2
transaction AREN Common Stock Tax liability -$555K -67K -30.38% $8.28 154K Mar 7, 2022 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AREN Restricted Stock Units Options Exercise $0 -155K -66.67% $0.00 77.6K Aug 26, 2021 Common Stock 155K Direct F3, F5, F6
transaction AREN Stock Option (right to buy) Disposed to Issuer -24.2K -100% 0 Mar 18, 2022 Common Stock 24.2K $10.12 Direct F7, F8, F9
transaction AREN Stock Option (right to buy) Award +24.2K 24.2K Mar 18, 2022 Common Stock 24.2K $8.82 Direct F7, F8, F9
transaction AREN Stock Option (right to buy) Disposed to Issuer -90.9K -100% 0 Mar 18, 2022 Common Stock 90.9K $9.24 Direct F7, F8, F10
transaction AREN Stock Option (right to buy) Award +90.9K 90.9K Mar 18, 2022 Common Stock 90.9K $8.82 Direct F7, F8, F10
transaction AREN Stock Option (right to buy) Disposed to Issuer -90.9K -100% 0 Mar 18, 2022 Common Stock 90.9K $17.82 Direct F7, F8, F11
transaction AREN Stock Option (right to buy) Award +90.9K 90.9K Mar 18, 2022 Common Stock 90.9K $8.82 Direct F7, F8, F11
transaction AREN Stock Option (right to buy) Disposed to Issuer -99.8K -100% 0 Mar 18, 2022 Common Stock 99.8K $17.38 Direct F7, F8, F12
transaction AREN Stock Option (right to buy) Award +99.8K 99.8K Mar 18, 2022 Common Stock 99.8K $8.82 Direct F7, F8, F12
transaction AREN Stock Option (right to buy) Disposed to Issuer -99.8K -100% 0 Mar 18, 2022 Common Stock 99.8K $17.38 Direct F7, F8, F13
transaction AREN Stock Option (right to buy) Award +99.8K 99.8K Mar 18, 2022 Common Stock 99.8K $8.82 Direct F7, F8, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On February 9, 2022, the Company (formerly known as theMaven, Inc.) changed its name to The Arena Group Holdings, Inc., uplisted its common stock to the NYSE American, and began trading under the symbol "AREN."
F2 Effective at 8:00 p.m. Eastern Time on February 8, 2022, the common stock of the Company, par value $0.01 (the "Common Stock"), underwent a reverse split of 1-for-22 (the "Reverse Stock Split"). All amounts of Common Stock and other securities listed herein, and all exercise prices of derivative securities, have been adjusted to reflect the effect of the Reverse Stock Split (even if the listed transaction occurred before the effective date of the Reverse Stock Split). The previously reported transaction on 11/22/2021 is listed in Table I to show it's reverse split-adjusted amounts. Additionally, the number of shares listed in Column 5 in the first row of Table I above is corrected.
F3 The Reporting Person acquired the shares of Common Stock pursuant to the issuance of vested shares that were originally granted in a Restricted Stock Unit ("RSU") grant dated 2/18/2021. Each RSU represents a contingent right to receive 1 share of the Issuer's common stock.
F4 Shares forfeited pursuant to tax withholding.
F5 1/3 of the shares associated with the RSU vest on the earlier of: (1) 45 days following the date the 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, (2) the date on which grantee's continuous service is terminated for any reason whatsoever, and (3) August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2021, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date; 1/3 of the shares associated with the RSU shall vest on the August 26, 2022, so long as the grantee is continuously employed by the Issuer or any affiliate immediately prior to such date.
F6 The RSU was previously reported as covering 5,121,951 shares (prior to the Reverse Stock Split, which is equal to 232,816 shares post Reverse Stock Split).
F7 Stock Option Repricing Program. On March 18, 2022 (the "Repricing Date"), the Compensation Committee of the Company unanimously approved a one-time repricing of certain stock options (the "Repricing") outstanding under the Company's 2016 Stock Incentive Plan and 2019 Equity Incentive Plan that had an exercise price above $8.82 per share (the "Underwater Stock Options"). As a result of the Repricing, the exercise price of the Underwater Stock Options was set to $8.82 per share, which was the closing sale price of the Company's Common Stock as listed on the NYSE American exchange on March 18, 2022, and which price represented the per share fair market value (the "FMV") on the Repricing Date.
F8 Pursuant to the Repricing, the exercise price was reduced for 405,560 Underwater Stock Options held by Mr. Levinsohn, For each of Mr. Levinsohn's stock option grants, reporting guidance suggests this should be reported as two transactions to reflect the lowering of the exercise price to $8.82, whereby the Underwater Stock Options are disposed and the Repriced option are acquired.
F9 The option was originally granted on April 10, 2019. On January 8, 2021, our Board approved an amendment to the option award grant, such that the stock options vests one-third on the first anniversary of the grant date, with the balance vesting, on a monthly basis, over a two-year period.
F10 The option was originally granted on June 11, 2019. The shares of the Company's Common Stock underlying the options vest one-third on June 11, 2020, with the balance vesting monthly over the next 24 months.
F11 The option was originally granted on September 16, 2019. On January 8, 2021. The Company's Board approved an amendment to the option award grant, which eliminated the revenue vesting conditions, therefore, the award continues to vest solely on the time vesting condition, with one-third of the award vesting as of August 26, 2020, with the balance vesting monthly for each month of continuous service.
F12 The option was originally granted on February 18, 2021. As of December 31, 2021, the shares of the Company's Common Stock underlying the options were to vest one-third upon the grant date, one-third to vest on August 26, 2021, with the remaining one-third vesting on August 26, 2022.
F13 The option was originally granted on February 18, 2021. The shares of the Company's Common Stock underlying the options vest upon certain performance conditions, including achievement of certain stock targets.