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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 | 06/04/2020 | S | $ 3,500,000 | 04/09/2018 | 09/21/2022 | Common Stock | 410,469.03 | (8) | $ 6,251,388.89 | I | By BRPI (1) (8) | |||
| Convertible Promissory Note (right to buy) | $ 8.87 | 06/04/2020 | P | $ 3,500,000 | 04/09/2018 | 09/21/2022 | Common Stock | 410,469.03 | (8) | $ 3,500,000 | I | By BRPLP (1) (8) | |||
| Convertible Promissory Note (right to buy) | $ 0.75 | 06/09/2020 | M(2)(9) | $ 3,500,000 | 06/09/2020 | 09/21/2022 | Common Stock | 4,666,667 | $ 0 | 0 | I | By BRPI (1) (9) | |||
| Convertible Promissory Note (right to buy) | $ 0.75 | 06/09/2020 | M(2)(9) | $ 2,670,125.51 | 06/09/2020 | 09/21/2022 | Common Stock | 3,560,167 | $ 0 | 0 | I | By BRPLP (1) (9) | |||
| 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 | X | ||
| BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA 90025 |
X | X | ||
| B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA 90025 |
X | X | ||
| B. RILEY PRINCIPAL INVESTMENTS, LLC 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS, CA 91367 |
X | See Remarks | ||
| RILEY BRYANT R 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS, CA 91367 |
X | X | ||
| B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | 06/29/2020 | |
| **Signature of Reporting Person | Date | |
| BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer | 06/29/2020 | |
| **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 | 06/29/2020 | |
| **Signature of Reporting Person | Date | |
| B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer | 06/29/2020 | |
| **Signature of Reporting Person | Date | |
| B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer | 06/29/2020 | |
| **Signature of Reporting Person | Date | |
| /s/ Bryant R. Riley | 06/29/2020 | |
| **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) | This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, L.P., 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 ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI") and Bryant R. Riley. 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 securities of the Issuer held by BRPLP. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own securities of the Issuer held by BRPI. Bryant R. Riley is the Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF and, as a result, may be deemed to indirectly beneficially own securities of the Issuer held by BRF, BRPLP and BRPI. Each reporting person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of such person's pecuniary interest therein. |
| (2) | Kenneth M. Young, a member of the Board of Directors of the Issuer, is the President of BRF and the Chief Executive Officer of BRPI and was elected to the Board of Directors of the Issuer as a representative of BRF, BRPLP, BRPGP, BRCM, BRPI and Bryant R. Riley. As a result, Kenneth M. Young is a director by deputization for Section 16 purposes. |
| (3) | On June 9, 2020, BRPLP acquired these shares of Issuer common stock in the Issuer's underwritten public offering of common stock (the "Public Offering"). |
| (4) | Represents shares of Issuer common stock owned directly by BRF |
| (5) | Represents shares of Issuer common stock owned indirectly by Bryant R. Riley as custodian for his children. |
| (6) | On June 9, 2020, BRPI was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note (as defined below) at a conversion price of $0.75 per share. See Note 9. |
| (7) | On June 9, 2020, BRPLP was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note at a conversion price of $0.75 per share. See Note 9. |
| (8) | On June 4, 2020, BRPI sold to BRPLP a $3,500,000 participation in the Convertible Promissory Note, dated April 9, 2018, as amended (the "Convertible Promissory Note") for $3,500,000 in cash. |
| (9) | On June 1, the Issuer and BRPI entered into an amendment to the Convertible Promissory Note pursuant to which the Issuer agreed that, contingent upon the completion of the Public Offering, the Convertible Promissory Note would be extinguished for (i) the payment of $4,000,000 in cash and (2) a number of shares of Issuer common stock determined by dividing the remaining principal amount and accrued interest by the price to be determined in the Public Offering. The Public Offering closed on June 9, 2020 at a price per share of Issuer common stock of $0.75. As a result of the amendment of the Convertible Promissory Note and the completion of the Public Offering, each of BRPI and BRPLP were deemed to have disposed to the Issuer their respective portions of the derivate security represented by the Convertible Promissory Note in exchange for the issuance by the Issuer of a derivative security represented by the Convertible Promissory Note as amended to reflect the $0.75 conversion price, which security was immediately thereafter converted for the underlying shares of Issuer common stock. |
| Remarks: Certain of these reported transactions are subject to disgorgement of profits under Section 16(b) of the Securities Exchange Act of 1934. The reporting persons have remitted the full amount of recoverable profits to the Issuer. | |