Sec Form 4 Filing - B. Riley Financial, Inc. @ ALTA EQUIPMENT GROUP INC. - 2021-04-12

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FORM 4
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)
11100 SANTA MONICA BLVD,, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
04/12/2021
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
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 04/12/2021 C( 5 ) 132,826 A 4,811,666 I By B. Riley Securities, Inc. ( 1 ) ( 2 ) ( 3 )
Common Stock 04/12/2021 C( 5 ) 180,976 A 1,350,453 I By BRC Partners Opportunity Fund, L.P. ( 1 ) ( 2 ) ( 3 )
Common Stock 04/12/2021 C( 5 ) 54,243 A 54,243 I By B. Riley Principal Sponsor Co., LLC ( 1 ) ( 2 ) ( 3 )
Common Stock 211,174 D ( 4 )
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) ( 5 ) 04/12/2021 C( 5 ) 505,045 ( 6 ) ( 7 ) Common Stock 132,826 ( 5 ) 0 I By B. Riley Securities, Inc. ( 1 ) ( 2 ) ( 3 )
Warrants (right to buy) ( 5 ) 04/12/2021 C( 5 ) 688,125 ( 6 ) ( 7 ) Common Stock 180,976 ( 5 ) 0 I By BRC Partners Opportunity Fund, L.P. ( 1 ) ( 2 ) ( 3 )
Warrants (right to buy) ( 5 ) 04/12/2021 C( 5 ) 206,250 ( 6 ) ( 7 ) Common Stock 54,243 ( 5 ) 0 I By B. Riley Principal Sponsor Co., LLC ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
B. Riley Financial, Inc.
11100 SANTA MONICA BLVD,
SUITE 800
LOS ANGELES, CA90025
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 Securities, Inc.
11100 SANTA MONICA BLVD
SUITE 800
LOS ANGELES, CA90025
X
B. RILEY PRINCIPAL INVESTMENTS, LLC
11100 SANTA MONICA BLVD,
SUITE 800
LOS ANGELES, CA90025
X
RILEY BRYANT R
11100 SANTA MONICA BLVD,
SUITE 800
LOS ANGELES, CA90025
X
Signatures
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 04/12/2021
Signature of Reporting Person Date
B. Riley Principal Sponsor Co., LLC, by: /s/ Phillip Ahn, Chief Operating Officer and Chief Financial Officer 04/12/2021
Signature of Reporting Person Date
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 04/12/2021
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 04/12/2021
Signature of Reporting Person Date
BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer 04/12/2021
Signature of Reporting Person Date
B. Riley Securities, Inc., by: /s/ Andrew Moore, Chief Executive Officer 04/12/2021
Signature of Reporting Person Date
B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer 04/12/2021
Signature of Reporting Person Date
Bryant R. Riley, by: /s/ Bryant R. Riley 04/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company, a registered investment advisor ("BRCM"), B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI") and Bryant R. Riley.
( 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 shares held by BRPLP. BRPI is the sole member of the Sponsor. BRF is the parent company of BRS and BRPI. As a result, BRF may be deemed to indirectly beneficially own the shares held by BRS and BPRI. As a result, BRF and BRPI may be deemed to indirectly beneficially own the shares held by the Sponsor.
( 3 )Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRF, BRS, BRPLP and the Sponsor. Each of BRF, BRS, BRPGP, BRCM, BRPLP, the Sponsor, and BRPI (collectively, the "B. Riley Entities") and Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein.
( 4 )Represents shares held directly by Bryant R. Riley.
( 5 )As reported in the Current Report on Form 8-K filed by Alta Equipment Group Inc. (the "Issuer") with the Securities and Exchange Commission (the "SEC") on March 22, 2021, on March 22, 2021, the Issuer filed a definitive Schedule 14C Information Statement (the "Information Statement") with the SEC describing the mandatory exchange, pursuant to Amendment No. 1 to the Warrant Agreement (as defined below), dated March 3, 2021 between the Issuer and Continental Stock Transfer & Trust Company (the "Warrant Agent"), of the Issuer's outstanding warrants (the "Warrants") for shares of the Issuer's common stock at an exchange ratio of 0.263 shares of common stock per Warrant, which became effective on April 12, 2021, the next business day following the twentieth calendar day after the mailing of the Information Statement to the holders of the Warrants.
( 6 )Pursuant to the warrant agreement (the "Warrant Agreement") dated as of April 8, 2019, by and between the Issuer (f/k/a B. Riley Principal Merger Corp., or BRPM) and the Warrant Agent, the Warrants originally became exercisable on April 11, 2020, which was 12 months from the closing of the initial public offering of the Issuer.
( 7 )Pursuant to the Warrant Agreement, the Warrants were originally set to expire five years after the completion of the business combination or earlier upon redemption or liquidation, as further described in the Prospectus filed by BRPM with the SEC on April 9, 2019.

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