Ownership Submission
FORM 5
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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).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ANNUAL STATEMENT 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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1. Name and Address of Reporting Person *
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STROME MARK E
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2. Issuer Name and Ticker or Trading Symbol
Arena Group Holdings, Inc. [AREN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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/ See Remarks
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(Last)
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(First)
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(Middle)
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C/O STROME GROUP, INC. , 13535 VENTURA BLVD., STE C-525
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
2024-12-31
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(Street)
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SHERMAN OAKS
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CA
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91423
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4. If Amendment, Date Original Filed (Month/Day/Year)
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6. Individual or Join/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STROME MARK E
C/O STROME GROUP, INC.
13535 VENTURA BLVD., STE C-525
SHERMAN OAKS, CA91423
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See Remarks
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Signatures
/s/ Mark E. Strome
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2025-01-23
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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The reported securities were sold in multiple transactions at prices ranging from $1.32 to $1.80. The reported price reflects the weighted average price. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 5.
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(2)
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The reported securities are directly owned by certain trust and private fund (the "Strome Investors") managed, directly or indirectly, by the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities directly owned by the Strome Investors for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), except to the extent of his pecuniary interest therein.
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(3)
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Pursuant to Rule 16a-1(a)(4) of the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure. 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 currently valid OMB number.