Sec Form 13D Filing - B. Riley Financial Inc. (RILY) filing for ALTA EQUIPMENT GROUP INC. (ALTG) - 2022-05-06

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 9)

 

ALTA EQUIPMENT GROUP INC.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

02128L106

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

(818) 884-3737

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 29, 2022

(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. 02128L 106
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 5,780,872
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 5,780,872

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,780,872
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.9%*
14.		TYPE OF REPORTING PERSON HC

 

*	Based on (i) 32,363,376 shares of common stock, par value $0.0001 (the “Common Stock”), of Alta Equipment Group Inc. (the “Issuer”) outstanding as of March 29, 2022 as reported by the Issuer on its Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2022 (the “10-K”).

  

 

CUSIP No. 02128L 106
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 5,780,872
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 5,780,872

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,780,872
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.9%*
14.		TYPE OF REPORTING PERSON BD

 

*	Based on (i) 32,363,376 shares of Common Stock of the Issuer outstanding as of March 29, 2022 as reported by the 10-K.

 

 

CUSIP No. 02128L 106
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 653,454
		8		SHARED VOTING POWER 5,780,872
		9		SOLE DISPOSITIVE POWER 653,454
		10		SHARED DISPOSITIVE POWER 5,780,872

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,434,326
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9%*
14.		TYPE OF REPORTING PERSON IN

 

*	Based on (i) 32,363,376 shares of Common Stock of the Issuer outstanding as of March 29, 2022 as reported by the 10-K.

 

 

This Amendment No. 9 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2019, as amended by Amendment No. 1 and Amendment No. 2 filed on February 24, 2020 and Amendment No. 3 filed on March 3, 2020 and Amendment No. 4 filed on March 17, 2020, Amendment No. 5 filed on March 11, 2021, and Amendment No. 6 filed on March 23, 2021, and Amendment No. 7 filed on October 28, 2021, and Amendment No. 8 filed on February 8, 2022 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Alta Equipment Group 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 5. INTEREST OF SECURITIES OF THE ISSUER.

 

Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

 

(a)

and (b)

 

	1.	As of the date hereof, BRS beneficially owns directly 5,780,872 shares of Common Stock, representing 17.9% 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 be deemed to indirectly beneficially own 653,454 shares of Common Stock representing 2.0% of the Issuer’s Common Stock, of which (i) 624,596 shares are held jointly with his wife, Carleen Riley, and (ii) 24,610 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust, (iii) 1,062 shares are held as sole custodian for the benefit of Abigail Riley, (iv) 1,062 shares are held as sole custodian for the benefit of Charlie Riley, (v) 1,062 shares are held as sole custodian for the benefit of Eloise Riley, and (vi) 1,062 shares are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 5,780,872 shares of Common Stock, representing 17.9% of the Issuer’s Common Stock outstanding held directly by BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein.

 

 

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: May 6, 2022

 

	B. RILEY FINANCIAL, INC.
	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Co-Chief Executive Officer
	B. RILEY SECURITIES, INC.
	By:	/s/ Andrew Moore
	Name:	Andrew Moore
	Title:	Chief Executive Officer
	BRYANT R. RILEY
	By:	/s/ Bryant R. Riley

 

 

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. Kelleher1 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. 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
Tammy Brandt Director		Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform		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. 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. Sheldon 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 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

 

1

As of the date hereof, Thomas J. Kelleher directly owned 15,000 shares of Common Stock. The aggregate purchase price of the 15,000 shares of Common Stock that were purchased by Thomas J. Kelleher with personal funds is approximately $153,678. Thomas J. Kelleher 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 44,025 shares of Common Stock. The aggregate purchase price of the 44,025 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $307,741. 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.

 

 

ANNEX I

 

Transactions within the Past 60 Days

 

Trade Date		Transaction		Amount of Securities				Price per Share of Common Stock				Reporting Person
3/7/2022		Purchase			5,000			$	11.999			B. Riley Securities, Inc.
3/8/2022		Purchase			2,109			$	11.90			B. Riley Securities, Inc.
3/24/2022		Purchase			167,806			$	12.28			B. Riley Securities, Inc.
3/24/2022		Purchase			18,589			$	12.28			Bryant R. Riley
4/19/2022		Purchase			13,357			$	11.4903			B. Riley Securities, Inc.
4/22/2022		Purchase			25,315			$	11.4987			B. Riley Securities, Inc.
4/25/2022		Purchase			18,500			$	11.3671			B. Riley Securities, Inc.
4/26/2022		Purchase			15,534			$	11.3967			B. Riley Securities, Inc.
4/27/2022		Purchase			1,966			$	11.40			B. Riley Securities, Inc.
4/28/2022		Purchase			17,447			$	11.2573			B. Riley Securities, Inc.
4/29/2022		Purchase			50,506			$	11.25			B. Riley Securities, Inc.

 

 

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