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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note (right to buy) | $ 8.87 | 10/23/2019 | J | V(4) | 366,425.54 | 04/09/2018 | 10/23/2019 | Common Stock | 366,425.54 | $ 0 | 732,852.46 | I | By B. Riley Principal Investments, LLC (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
B. Riley Financial, Inc. 21255 BURBANK BLVD. SUITE 400 WOODLAND HILLS, CA 91367 |
X | X | ||
BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA 90025 |
X | |||
BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA 90025 |
X | |||
B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA 90025 |
X | |||
B. RILEY PRINCIPAL INVESTMENTS, LLC 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS, CA 91367 |
X | |||
B. Riley FBR, Inc. 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA 90025 |
X | |||
Young Kenneth M 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS, CA 91367 |
X | |||
RILEY BRYANT R 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS, CA 91367 |
X |
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | 11/01/2019 | |
**Signature of Reporting Person | Date | |
BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer | 11/01/2019 | |
**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 | 11/01/2019 | |
**Signature of Reporting Person | Date | |
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer | 11/01/2019 | |
**Signature of Reporting Person | Date | |
B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer | 11/01/2019 | |
**Signature of Reporting Person | Date | |
B. Riley FBR, Inc., by: /s/ Andy Moore, Chief Executive Officer | 11/01/2019 | |
**Signature of Reporting Person | Date | |
/s/ Kenneth M. Young | 11/01/2019 | |
**Signature of Reporting Person | Date | |
/s/ Bryant R. Riley | 11/01/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), B. Riley FBR, Inc., a Delaware corporation ("BRFBR"), Kenneth M. Young 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. BRF is the parent company of BRFBR. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFBR. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRPI. |
(3) | Bryant Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting and dispositive power over the shares held by BRPLP, BRPI and BRF. Mr. Young is the President of BRF and the Chief Executive Officer of BRPI. He has voting and dispositive power over the shares held by BRPI. Mr. Young does not have either voting or investment control over the securities held by the BRF. Each reporting person disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such person's pecuniary interest therein. |
(4) | Expiration of a long position for no consideration. Pursuant to the terms of the Convertible Promissory Note, the amount of the Convertible Promissory Note convertible into shares of Common Stock was reduced to 50% of the principal outstanding as of October 23, 2019. |
Remarks: Certain of these transactions are matchable transactions under Section 16(b) of the Exchange Act. The reporting persons have disgorged the full amount of recoverable profits to the Issuer. |