13D Filing: Cannell Capital and TheStreet Inc. (TST)

Item 4.

Purpose of Transaction

The Reporting Persons, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue to hold the Shares as a long-term investment.

The Reporting Persons have previously submitted to the Company a stockholder proposal to nominate a director for election at the Company’s 2017 annual meeting of stockholders.

The Reporting Persons file this 13D amendment to share a presentation to fellow stockholders of the Company (the “Presentation”) in which the Reporting Persons urged the stockholders to vote “AGAINST” two of the director candidates and certain management proposals on the Company’s ballot for the 2017 annual meeting. The Reporting Persons stated in the presentation that they believe that decisions made by the current management of the Company have failed to enhance shareholder value. The presentation is attached hereto as Exhibit 99 and is incorporated by reference in this Item 4 in its entirety.

Above and beyond the action summarized above, Mr. Cannell reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value.

In addition to the actions set forth above, Mr. Cannell may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions.

Except as set forth above and in the press release attached as Exhibit 99, Mr. Cannell has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Based on information set forth in the Company’s Form 10-Q as filed with the Securities and Exchange Commission on May 12, 2017, there were 35,660,286 Common Shares issued and outstanding as of May 8, 2017.

(a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own 3,378,347 Shares, or approximately 9.47% of the Shares deemed issued and outstanding as of the Reporting Date.

(b) Each of Cannell Capital and Mr. Cannell have shared power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

(c) No Reporting Person has, for itself or any Investment Vehicle, engaged in any transactions in the securities of the Company during the past sixty days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None

Item 7.

Material to Be Filed as Exhibits

Presentation on Governance Issues at TheStreet, Inc. Filed as Exhibit 99.