Sec Form 13D Filing - B. Riley Financial Inc. (RILY) filing for Charah Solutions Inc. (CHRA) - 2023-04-18

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

Charah Solutions, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 par value

(Title of Class of Securities)

 

15957P105

(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)

 

April 17, 2023

(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. 15957P105
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

 

127,960

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

127,960

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

127,960

12  

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

 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.8%*

14.  

TYPE OF REPORTING PERSON

 

HC

 

* Percent of class is calculated based on 3,372,170 shares of common stock, par value $0.01 (the “Common Stock”), of Charah Solutions, Inc. (the “Issuer”) outstanding as of December 29, 2022, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2022 (the “8-K”) reflecting a reverse stock split.

 

2

 

 

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

 

127,960

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

127,960

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

127,960

12  

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

 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.8%*

14.  

TYPE OF REPORTING PERSON

 

BD

 

* Percent of class is calculated based on 3,372,170 shares of Common Stock of the Issuer outstanding as of December 29, 2022, as reported by the Issuer in the 8-K reflecting a reverse stock split.

 

3

 

 

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

 

127,960

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

127,960

11  

AGGREGATE AMOUNT BENEFICIALLY OWN ED BY EACH REPORTING PERSON

 

127,960

12  

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

 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.8%*

14.  

TYPE OF REPORTING PERSON

 

IN

 

*Percent of class is calculated based on 3,372,170 shares of Common Stock of the Issuer outstanding as of December 29, 2022, as reported by the Issuer in the 8-K reflecting a reverse stock split.

 

4

 

 

This Amendment No. 1 (the “Amendment”) hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2021 (the “Schedule 13D”), relating to the shares of Common Stock of Charah Solutions, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as otherwise described herein, the information contained in the Schedule 13D remains in effect.

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

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

 

(a) – (b)

 

  1. As of the date hereof, BRS beneficially owned directly 127,960 shares of Common Stock, representing 3.8% 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 127,960 shares of Common Stock, representing 3.8% 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 except to the extent of his pecuniary interest therein.

 

(e)As of April 17, 2023, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities.

 

5

 

 

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: April 18, 2023

 

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  

 

6

 

 

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
Tammy Brandt
Director
  Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency   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

 

7

 

 

SCHEDULE B

 

Transactions within the Past 60 Days

 

Trade Date  Transaction  Amount of
Securities
   Price   Reporting Person
2/28/2023  Sale   3,535   $5.6759   B. Riley Securities, Inc.
3/1/2023  Sale   9,328   $5.4442   B. Riley Securities, Inc.
3/2/2023  Sale   1,949   $5.2830   B. Riley Securities, Inc.
3/3/2023  Sale   9,042   $5.2005   B. Riley Securities, Inc.
3/6/2023  Sale   1,938   $5.2086   B. Riley Securities, Inc.
3/7/2023  Sale   115   $5.1035   B. Riley Securities, Inc.
3/13/2023  Sale   100   $4.60   B. Riley Securities, Inc.
4/17/2023  Sale   134,921   $5.6731   B. Riley Securities, Inc.

 

 

8