Sec Form 13D Filing - B. Riley Financial Inc. (RILY) filing for TILE SHOP HOLDINGS INC. (TTSH) - 2021-03-04

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

Tile Shop Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

88677Q109

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Blvd., Suite 800

Los Angeles, California 90025

(818) 884-3737

 

with a copy to:

 

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Attention: Eleazer N. Klein, Esq.

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 2, 2021

(Date of Event Which Requires Filing of This Statement)

   

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Page 1 of 13 Pages)

 

 

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 2 of 13 Pages

   

1

NAME OF REPORTING PERSON

B. Riley Financial, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

4,367,545

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

4,367,545

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,367,545

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.4%*

14

TYPE OF REPORTING PERSON

HC

 

  * Percent of class is calculated based on 51,714,484 shares of common stock, par value $0.0001 (the “Common Stock”), of Tile Shop Holdings, Inc. (the “Issuer”) outstanding as of November 4, 2020, as reported as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange Commission on November 9, 2020 (the “10-Q”).

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 3 of 13 Pages

 

1

NAME OF REPORTING PERSON

B. Riley Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,038,645

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,038,645

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,038,645

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9%*

14

TYPE OF REPORTING PERSON

IA

 

  * Percent of class is calculated based on 51,714,484 shares of Common Stock outstanding as of November 4, 2020, as reported as outstanding by the Issuer in the 10-Q.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 4 of 13 Pages

 

1

NAME OF REPORTING PERSON

BRC Partners Management GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,038,645

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,038,645

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,038,645

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9%*

14

TYPE OF REPORTING PERSON

OO

 

  * Percent of class is calculated based on 51,714,484 shares of Common Stock outstanding as of November 4, 2020, as reported as outstanding by the Issuer in the 10-Q.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 5 of 13 Pages

 

1

NAME OF REPORTING PERSON

BRC Partners Opportunity Fund, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,038,645

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,038,645

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,038,645

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9%*

14

TYPE OF REPORTING PERSON

PN

 

  * Percent of class is calculated based on 51,714,484 shares of Common Stock outstanding as of November 4, 2020, as reported as outstanding by the Issuer in the 10-Q.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 6 of 13 Pages

 

1

NAME OF REPORTING PERSON

B. Riley Securities, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,328,900

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,328,900

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,328,900

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.5%*

14

TYPE OF REPORTING PERSON

BD

 

  * Percent of class is calculated based on 51,714,484 shares of Common Stock outstanding as of November 4, 2020, as reported as outstanding by the Issuer in the 10-Q.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 7 of 13 Pages

 

1

NAME OF REPORTING PERSON

Bryant R. Riley

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

42,600

8

SHARED VOTING POWER

4,367,545

9

SOLE DISPOSITIVE POWER

42,600

10

SHARED DISPOSITIVE POWER

4,367,545

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,410,145

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.5%*

14

TYPE OF REPORTING PERSON

IN

 

  * Percent of class is calculated based on 51,714,484 shares of Common Stock outstanding as of November 4, 2020, as reported as outstanding by the Issuer in the 10-Q.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 8 of 13 Pages

 

1

NAME OF REPORTING PERSON

272 Capital LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

941,244

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

941,244

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

941,244

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%*

14

TYPE OF REPORTING PERSON

PN, IA

 

  * Percent of class is calculated based on 51,714,484 shares of Common Stock outstanding as of November 4, 2020, as reported as outstanding by the Issuer in the 10-Q.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 9 of 13 Pages

 

1

NAME OF REPORTING PERSON

Wes Cummins

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ☐

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

941,244

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

941,244

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

941,244

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%*

14

TYPE OF REPORTING PERSON

IN

 

  * Percent of class is calculated based on 51,714,484 shares of Common Stock outstanding as of November 4, 2020, as reported as outstanding by the Issuer in the 10-Q.

  

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 10 of 13 Pages

 

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Schedule 13D filed on September 10, 2020, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2020, Amendment No. 2 to the Schedule 13D, filed with the SEC on October 14, 2020, Amendment No. 3 to the Schedule 13D, filed with the SEC on November 18, 2020, and Amendment No. 4 to the Schedule 13D, filed with the SEC on February 1, 2021 (collectively and as amended, the “Schedule 13D”), by the Reporting Persons relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Tile Shop Holdings, Inc., a Delaware corporation (the “Issuer”). As described below, this Amendment No. 5 is an “exit” filing for the 272 Parties.

 

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

  

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
(6)

All of the shares of Common Stock to which this Schedule 13D relates were purchased on behalf of the Reporting Persons or their affiliates holding she shares, as applicable, using the investment capital of the respective Reporting Persons or its affiliate, as applicable.

 

The 7,400 shares of Common Stock were purchased on behalf of BRS using the investment capital of BRS. The aggregate purchase price of the shares of Common Stock was approximately $37,000 (excluding commissions).

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 11 of 13 Pages

 

From time to time, certain of the Reporting Persons may effect purchases of securities through margin accounts, and may be extended margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations and stock exchange rules. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  In light of the Issuer’s Current Report on Form 8-K dated March 1, 2021 disclosing that the Board had unanimously voted to authorize the Issuer to apply for listing of the Common Stock with Nasdaq, BRF and 272 Capital mutually agreed in writing to terminate the Group Agreement, as of March 2, 2021.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Item 5, Section (a)-(d) of the Schedule 13D is hereby amended and restated in its entirety as follows:  
   
(a) – (d)  
   
1. As of the date hereof, BRPLP beneficially owned directly 2,038,645 shares of Common Stock, representing 3.9% of the Issuer’s Common Stock, and BRS beneficially owned directly 2,328,900 shares of Common Stock, representing 4.5% of the Issuer’s Common Stock.
   
2. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the share of Common Stock held by BRPLP.
   
3. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock held by BRS.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 12 of 13 Pages

 

4. Bryant R. Riley may beneficially own 42,600 shares of Common Stock representing 0.1% of the Issuer’s Common Stock held as sole trustee of the Robert Antin Children Irrevocable Trust. Bryant R. Riley disclaims beneficial ownership of the shares held by the Robert Antin Children Irrevocable Trust except to the extent of his pecuniary interest therein. BRF and Bryant R. Riley may be deemed to indirectly beneficially own the 4,367,545 shares of Common Stock held directly by BRPLP or BRS in the manner specified in paragraph (1) above, representing 8.4% of the Issuer’s Common Stock. BRF and Bryant R. Riley disclaims beneficial ownership of the shares held by BRPLP and BRS except to the extent of its/his pecuniary interest therein.
   
5. As of the date hereof, 272 Capital beneficially owned 941,244 shares of Common Stock, representing 1.8% of the Issuer’s Common Stock, by virtue of being the investment manager of the 272 Master Fund, which directly holds the Common Stock reported by 272 Capital.
   
6. Wes Cummins may beneficially own 941,244 shares of Common Stock, representing 1.8% of the Issuer’s Common Stock, by virtue of him being the managing member of the 272 GP.
   

By virtue of the termination of the Group Agreement, the BR Parties and the 272 Parties are no longer deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Act. Each of the BR Parties expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the 272 Parties. Each of the 272 Parties expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the BR Parties.

 

As of the date hereof, each of BRPLP, BRPGP, BRCM, BRF and Bryant R. Riley may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the share of Common Stock beneficially owned directly by BRPLP.

 

As of the date hereof, each of BRS, BRF and Bryant R. Riley may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned directly by BRS.

 

As of the date hereof, each of 272 Capital and Wes Cummins may be deemed to have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by the 272 Master Fund.

 

(c) Information concerning transactions in the shares of Common Stock effected by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D is set forth in Schedule B hereto and is incorporated herein by reference. All of the transactions in the shares of Common Stock listed therein were effected in the open market through various brokerage entities.

 

(d) By virtue of the termination of the Group Agreement, as of March 2, 2021, the 272 Parties may no longer be deemed to be part of a “group” that beneficially owns more than 5% of the outstanding shares of Common Stock.

  

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
  Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  The Reporting Persons’ response to Item 4 is incorporated by reference into this Item 6.

 

 

 

 

CUSIP No. 88677Q109 SCHEDULE 13D/A Page 13 of 13 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: March 4, 2021

 

  B. RILEY FINANCIAL, INC.
     
  By: /s/ Bryant R. Riley
  Name: Bryant R. Riley
  Title: Co-Chief Executive Officer
     
  BRC PARTNERS OPPORTUNITY FUND, L.P.
     
  By: /s/ Bryant R. Riley
  Name: Bryant R. Riley
  Title: Chief Investment Officer
     
  BRC PARTNERS MANAGEMENT GP, LLC
     
  By: B. Riley Capital Management, LLC, its sole member
     
  By: /s/ Bryant R. Riley
  Name: Bryant R. Riley
  Title: Chief Executive Officer
     
  B. RILEY CAPITAL MANAGEMENT, LLC
     
  By: /s/ Bryant R. Riley
  Name: Bryant R. Riley
  Title: Chief Executive Officer
     
  B. RILEY SECURITIES, INC.
     
  By: /s/ Andrew Moore
  Name: Andrew Moore
  Title: Chief Executive Officer
     
  /s/ Bryant R. Riley  
  BRYANT R. RILEY
   
  272 CAPITAL LP
     
  By: 272 Capital GP LLC, its general partner
     
  By: /s/ Wes Cummins
  Name: Wes Cummins
  Title: Managing Member
     
  /s/ Wes Cummins
  WES CUMMINS

 

 

 

 

SCHEDULE A

 

Executive Officers and Directors of B. Riley Financial, Inc.

 

Name and Position   Present Principal Occupation   Business Address   Citizenship
Bryant R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer
  Chief Investment Officer of BRC Partners Opportunity Fund, LP; Chief Executive Officer of B. Riley Capital Management, LLC; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Thomas J. Kelleher
Co-Chief Executive Officer and Director
  Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; and President of B. Riley Capital Management, LLC.   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer
  Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Kenneth Young
President
  President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Alan N. Forman
Executive Vice President, General Counsel and Secretary
  Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc.   299 Park Avenue, 21st Floor
New York, NY 10171
  United States
Howard E. Weitzman
Senior Vice President and Chief Accounting Officer
  Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Daniel Shribman1
Chief Investment Officer
  Chief Investment Officer of B. Riley Financial, Inc.; and President of B. Riley Principal Investments, LLC   299 Park Avenue, 21st Floor
New York, NY 10171
  United States
Robert L. Antin2
Director
  Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States

  

 

1 As of the date hereof, Daniel Shribman directly owned 49,565 shares of Common Stock. The aggregate purchase price of the 49,565 shares of Common Stock that were purchased by Daniel Shribman with personal funds is approximately $129,529. Daniel Shribman has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.

2 As of the date hereof, Robert L. Antin directly owned 64,600 shares of Common Stock. The aggregate purchase price of the 64,600 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $192,008. Robert L. Antin has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.

 

 

 

Robert D’Agostino3
Director
  President of Q-mation, Inc., a supplier of software solutions   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States

Randall E. Paulson

Director

  Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm.   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Michael J. Sheldon4
Director
  Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Mimi K. Walters
Director
  U.S. Representative from California’s 45th Congressional District – Retired   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Mikel Williams
Director
  Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States

 

 

 

3 As of the date hereof, Robert D’Agostino directly owned 27,624 shares of Common Stock. The aggregate purchase price of the 27,624 shares of Common Stock that were purchased by Robert D’Agostino with personal funds is approximately $128,450. Robert D’Agostino has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.

4 As of the date hereof, Michael J. Sheldon directly owned 52,331 shares of Common Stock. The aggregate purchase price of the 52,331 shares of Common Stock that were purchased by Michael J. Sheldon with personal funds is approximately $173,681. Michael J. Sheldon has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.

 

 

 

 

SCHEDULE B

 

The following tables set forth all transactions in the shares of Common Stock since the filing of Amendment No. 4 to the Schedule 13D by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

 

The BR Parties

 

Date   Transaction   Amount of
Securities
    Price per
Share of
Common
Stock
    Reporting Person
1/29/2021   Purchase     7,400     $ 5     B. Riley Securities, Inc.