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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
180 DEGREE CAPITAL CORP. /NY/ 7 N. WILLOW STREET SUITE 4B MONTCLAIR, NJ 07042 |
X |
/s/ Daniel B. Wolfe, President | 08/09/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On June 11, 2019, TheStreet, Inc. (the "Company") entered into an Agreement and Plan of Merger, as amended, (the "Merger Agreement") with TheMaven, Inc. (the "Parent") and a wholly owned subsidiary of the Parent (the "Merger Sub"). On August 7, 2019, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly ownedsubsidiary of Parent (the "Merger"). |
(2) | Pursuant to the Merger Agreement, all shares of Company common stock were cancelled and exchanged for merger consideration of $3.09183364 per share in the Merger, plus one contractual contingent value right per share ("CVR") (as defined in the Merger Agreement). |
(3) | Beneficially owned by TheStreet SPV Series - a Series of 180 Degree Capital Management, LLC ("TST SPV"). 180 Degree Capital Corp. ("180") is the Investment Manager and Managing Member of TST SPV. 180 disclaims beneficial ownership of these shares. |