Sec Form 3/A Filing - B. Riley Financial, Inc. @ Nogin, Inc. - 2022-08-19

FORM 3/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 Nogin, Inc. [ NOGN] 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 BOULEVARD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2022 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 08/29/2022 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 5,683,899 I By ABJ5, LLC( 1 )( 2 )( 3 ) Common Stock 517,079 I By B. Riley Securities, Inc.( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other B. Riley Financial, Inc. 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X B. RILEY PRINCIPAL INVESTMENTS, LLC 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X ABJ5, LLC 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X B. Riley Securities, Inc. 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X RILEY BRYANT R 11100 SANTA MONICA BOULEVARD, SUITE 800 LOS ANGELES, CA90025 X Signatures B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 09/01/2022 Signature of Reporting Person Date B. Riley Principal Investments, LLC by: /s/ Kenneth Young, Chief Executive Officer 09/01/2022 Signature of Reporting Person Date ABJ5, LLC by: /s/ Jimmy Baker, President 09/01/2022 Signature of Reporting Person Date B. Riley Securities, Inc. by /s/ Andrew Moore, Chief Executive Officer 09/01/2022 Signature of Reporting Person Date /s/ Bryant R. Riley 09/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), ABJ5, LLC, a Delaware limited liability company ("ABJ5"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), and Bryant R. Riley. ( 2 )ABJ5 is a wholly-owned subsidiary of BRPI. As a result, BRPI may be deemed to indirectly beneficially own the securities of Software Acquisition Group, Inc. III. (the "Issuer") held of record by ABJ5. BRF is the parent company of BRPI and BRS. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by ABJ5, BRPI and BRS. ( 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 securities of the Issuer held of record by ABJ5, BRPI and BRS. Each of BRF, BRPI, ABJ5, BRS, and Bryant R. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein.

Remarks: This filing amends the Form 3 filed on August 29, 2022 to reflect the addition of ABJ5 as a Reporting Person and signatory hereto. ABJ5 had not yet obtained edgar access codes at the time of the prior Form 3 filing and has since obtained such codes.

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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