Sec Form 4/A Filing - B. Riley Financial, Inc. @ ALTA EQUIPMENT GROUP INC. - 2020-02-25

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
B. Riley Financial, Inc.
2. Issuer Name and Ticker or Trading Symbol
ALTA EQUIPMENT GROUP INC. [ ALTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
21255 BURBANK BOULEVARD, SUITE 400,
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2020
(Street)
WOODLAND HILLS, CA91367
4. If Amendment, Date Original Filed (MM/DD/YY)
02/27/2020
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/25/2020 P 75,000 A $ 9.2867 5,275,269 I See notes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/26/2020 P 30,638 A $ 9.2077 5,305,907 I See notes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/27/2020 P 140,632 A $ 8.9567 5,446,539 I See notes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 11.5 02/27/2020 P 341,099 ( 5 ) ( 6 ) Common Stock 341,099 $ 1.1117 689,674 I See notes ( 1 ) ( 2 ) ( 3 )
Warrants (right to buy) $ 11.5 02/27/2020 P 40,000 ( 5 ) ( 6 ) Common Stock 40,000 $ 1.2 729,674 I See notes ( 1 ) ( 2 ) ( 4 )
Warrants (right to buy) $ 11.5 02/27/2020 P 297,245 ( 5 ) ( 6 ) Common Stock 297,245 $ 1.1 1,026,919 I See notes ( 1 ) ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
B. Riley Financial, Inc.
21255 BURBANK BOULEVARD, SUITE 400
WOODLAND HILLS, CA91367
X
B. Riley Principal Sponsor Co., LLC
299 PARK AVENUE, 21ST FLOOR
NEW YORK, NY10171
X
B. RILEY CAPITAL MANAGEMENT, LLC
11100 SANTA MONICA BLVD, SUITE 800
LOS ANGELES, CA90025
X
BRC Partners Management GP, LLC
11100 SANTA MONICA BLVD, SUITE 800
LOS ANGELES, CA90025
X
BRC Partners Opportunity Fund, LP
11100 SANTA MONICA BLVD, SUITE 800
LOS ANGELES, CA90025
X
B. Riley FBR, Inc.
11100 SANTA MONICA BLVD,
SUITE 800
LOS ANGELES, CA90025
X
B. RILEY PRINCIPAL INVESTMENTS, LLC
21255 BURBANK BOULEVARD
SUITE 400
WOODLAND HILLS, CA91367
X
Signatures
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 04/27/2020
** Signature of Reporting Person Date
B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer 04/27/2020
** Signature of Reporting Person Date
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 04/27/2020
** Signature of Reporting Person Date
BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 04/27/2020
** Signature of Reporting Person Date
BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer 04/27/2020
** Signature of Reporting Person Date
B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer 04/27/2020
** Signature of Reporting Person Date
B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer 04/27/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley FBR, Inc., a Delaware corporation ("BRFBR"), and B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI" and collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock") of Alta Equipment Group Inc., a Delaware corporation (the "Issuer"), reported herein except to the extent of its pecuniary interest therein.
( 2 )BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP, and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRF is the parent company of BRFBR and the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by BRFBR and the Sponsor. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRPI.
( 3 )Represents shares of Common Stock or warrants held directly by BRPLP.
( 4 )Represents shares of Common Stock or warrants held directly by BRFBR.
( 5 )The warrants will become exercisable on April 11, 2020, which is 12 months from the closing of the initial public offering of the Issuer.
( 6 )The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as further described in the Prospectus.

Remarks:
This Form 4 amends and restates in its entirety the Form 4 filed by the Filing Persons on February 27, 2020 (the "Original Form 4"). The purpose of this Form 4 is to correct the Original Form 4 by removing certain transactions reported in error on the Original Form 4 that were not reportable under Section 16 for which the Filing Persons were not the beneficial owners. Certain transactions reported on this Form 4 are matchable transactions under Section 16(b) of the Exchange Act. The Reporting Persons will disgorge the full amount of any recoverable profits to the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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