SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Arena Group Holdings, Inc. [ AREN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	11/30/2023		S		5,323,282	D	$2.9	0	I	By BRF Investments, LLC⁽¹⁾⁽²⁾⁽³⁾
Common Stock, par value $0.01 per share	11/30/2023		S		363,246	D	$2.9	0	I	By B. Riley Securities, Inc.⁽¹⁾⁽²⁾⁽³⁾
Common Stock, par value $0.01 per share	11/30/2023		S		29,342	D	$2.9	0	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾⁽³⁾
Common Stock, par value $0.01 per share	11/30/2023		S		1,588,642	D	$2.9	0	D⁽⁴⁾
Common Stock, par value $0.01 per share	11/30/2023		S		23,232	D	$2.9	0	I	By Bryant R. Riley, as UTMA custodian for Abigail Riley⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	11/30/2023		S		25,809	D	$2.9	0	I	By Bryant R. Riley, as UTMA custodian for Charlie Riley⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	11/30/2023		S		23,232	D	$2.9	0	I	By Bryant R. Riley, as UTMA custodian for Susan Riley⁽¹⁾⁽³⁾
Common Stock, par value $0.01 per share	11/30/2023		S		23,232	D	$2.9	0	I	By Bryant R. Riley, as UTMA custodian for Eloise Riley⁽¹⁾⁽³⁾

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Common Stock	$1							⁽⁵⁾	10/20/2025	Common Stock, par value $0.01 per share	28,409⁽⁶⁾		28,409⁽⁶⁾	I	By BRF Investments, LLC⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. Riley Securities, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD.

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BRF Investments, LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD.

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD.

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Investments, LLC, a Delaware corporation ("BRFI"), and Bryant R. Riley.

2. BRF is the parent company of BRS, BRPI and BRFI. As a result, BRF may be deemed to indirectly beneficially own the securities of The Arena Group Holdings, Inc. (the "Issuer") held of record by BRS, BRPI and BRFI. BRF expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such Reporting Person's pecuniary interest therein.

3. Bryant R. Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held of record by BRS, BRPI and BRFI. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRS, BRPI and BRFI. Bryant R. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein.

4. Represents shares held directly by Bryant R. Riley.

5. The warrants to purchase shares of Common Stock (the "Warrants") held by BRS are exercisable on or prior to October 20, 2025 at an initial exercise price of $1.00 per share. The Warrants are only exercisable in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. The Warrants are also subject to a beneficial ownership limitation of 4.99%.

6. Represents warrants previously held by BRPI and subsequently transferred to BRFI, and reflects the 1-for-22 reverse stock split effected on February 9, 2022 in connection with the Issuer uplisting its Common Stock to the NYSE American stock exchange.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	12/04/2023
	B. Riley Securities, Inc. by: /s/ Andrew Moore, Chief Executive Officer	12/04/2023
	B. Riley Principal Investments, LLC by: /s/ Kenneth Young, Chief Executive Officer	12/04/2023
	BRF Investments, LLC., by: /s/ Phillip Ahn, Authorized Signatory	12/04/2023
	/s/ Bryant R. Riley	12/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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B. Riley Financial, Inc. sold $21,460,049 worth of shares (7,400,017 units at $2.90) (SEC Form 4)