Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Synchronoss Technologies, Inc.
(Name of Issuer)
Common Stock, par value $.0001 par value
(Title of Class of Securities)
87157B103
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90025
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 30, 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. ☐
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.
| CUSIP No. 87157B103 |
| 1 | NAME OF REPORTING PERSONS B. Riley Financial, Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 11,538,462 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 11,538,462 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,538,462 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%* |
| 14 | TYPE OF REPORTING PERSON HC |
| * | Percent of class is calculated based on 88,113,522 shares of common stock, par value $0.0001 (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Issuer”) outstanding as of August 6, 2021, as reported by the Issuer in its Current Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2021. (the “10-Q”). |
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| CUSIP No. 87157B103 |
| 1 | NAME OF REPORTING PERSONS B. Riley Securities, Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS WC |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 11,538,462 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 11,538,462 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,538,462 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%* |
| 14 | TYPE OF REPORTING PERSON BD |
| * | Percent of class is calculated based on 88,113,522 shares of Common Stock of the Issuer outstanding as of August 6, 2021, as reported by the Issuer in the 10-Q. |
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| CUSIP No. 87157B103 |
| 1 | NAME OF REPORTING PERSONS Bryant R. Riley |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS PF, AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 0 |
| 8 | SHARED VOTING POWER 11,538,462 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 11,538,462 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,538,462 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1%* |
| 14 | TYPE OF REPORTING PERSON IN |
| * | Percent of class is calculated based on 88,113,522 shares of Common Stock of the Issuer outstanding as of August 6, 2021, as reported by the Issuer in the 10-Q. |
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This Amendment No. 1 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2021 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Synchronoss Technologies Inc., a Delaware corporation (the “Issuer or “Company”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is being filed by the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
| (1) | B. Riley Financial, Inc. (“BRF”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRF is serving as a holding company. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the executive officers and directors of BRF. To the best of BRF’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required to be disclosed herein. |
| (2) | B. Riley Securities, Inc. (“BRS”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRS is serving as a broker dealer. |
| (3) | The address of the business office of Bryant R. Riley is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. Bryant R. Riley, an individual, is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. |
During the last five years, none of the Reporting Persons nor any person listed on Schedule A have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 4. | PURPOSE OF THE TRANSACTION |
Item 4 is amended to add the following:
By virtue of the removal of any trading and voting power authority in any capacity of BRF, B. Riley Capital Management, LLC, a New York limited liability company, a registered investment advisor ("BRCM"), and Bryant R. Riley over the assets of BRC Partners Opportunity Fund, LP, a Delaware limited partnership (“BRPLP”), BRF, BRCM and Bryant R. Riley no longer may be deemed to beneficially own the shares held by BRPLP.
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| ITEM 5. | INTEREST OF SECURITIES OF THE ISSUER. |
(a) – (b)
| 1. | As of the date hereof, BRS beneficially owned directly 11,538,462 shares of Common Stock, representing 13.1% of the Issuer’s Common Stock. | |
| 2. | BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS. |
| 3. | Bryant R. Riley may beneficially own 11,538,462 shares of Common Stock, representing 13.1% of the Issuer’s Common Stock outstanding and held directly by BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS in each case except to the extent of his pecuniary interest therein. |
(c) Except for the transactions described in Item 4 and Schedule B of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving the common stock of the Issuer.
(d) None.
(e) Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 29, 2021
| B. RILEY FINANCIAL, INC. | |
| /s/ Bryant Riley | |
| Name: Bryant Riley | |
| Title: Co-Chief Executive Officer |
| B. RILEY SECURITIES, INC. | |
| /s/ Andrew Moore | |
| Name: Andrew Moore | |
| Title: Chief Executive Officer | |
| /s/ Bryant R. Riley | |
| Name: Bryant R. Riley |
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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 Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; 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.; Co-Executive Chairman of B. Riley Securities, 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 | |||
| Robert
L. Antin 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 | |||
| Robert
D’Agostino Director |
President of Q-mation, Inc., a supplier of software solutions | 11100
Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Renée
E. LaBran Director |
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund | 11100
Santa Monica Blvd.
|
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. Sheldon
|
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
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 |
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