| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ALJ REGIONAL HOLDINGS INC [ ALJJ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/06/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value $0.01 per share | 1,204,220 | D | ||||||||
| Common Stock, par value $0.01 per share | 09/06/2022 | P | 44,717 | A | $1.5122(1) | 415,845 | I | By Elizabeth Glazer 2012 Trust(4)(7) | ||
| Common Stock, par value $0.01 per share | 09/07/2022 | P | 50,000 | A | $1.5532(2) | 465,845 | I | By Elizabeth Glazer 2012 Trust(4)(7) | ||
| Common Stock, par value $0.01 per share | 09/08/2022 | P | 326(3) | A | $1.59 | 466,171 | I | By Elizabeth Glazer 2012 Trust(4)(7) | ||
| Common Stock, par value $0.01 per share | 20,000 | I | By William Montgomery 2012 Trust(5)(7) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Term Loan C Convertible Debt Participation | $0.54 | 05/12/2020 | 11/28/2023 | Common Stock, par value $0.01 per share | 2,989,067 | 2,989,067 | I | By Elizabeth Glazer 2012 Trust(6)(7) | |||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.4900 to $1.5200, inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.5400 to $1.600, inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 3. These shares were sold in multiple transactions, each at a price of $1.59 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold in each separate transaction described in this footnote. |
| 4. Represents shares of Common Stock held by the Elizabeth Glazer 2012 Trust (the "Glazer Trust"), which the reporting person may be deemed to beneficially own as a trustee and beneficiary of the Glazer Trust. |
| 5. Represents shares of Common Stock held by the William Montgomery 2012 Trust (the "Montgomery Trust"), which the reporting person may be deemed to beneficially own as a settlor of the Montgomery Trust. |
| 6. Represents shares of Common Stock issuable upon the exercise of a participation in convertible debt owned by the Glazer Trust, which the reporting person may be deemed to beneficially own as a trustee and beneficiary of the Glazer Trust. |
| 7. The reporting person disclaims beneficial ownership of the securities of the Issuer held by the Glazer Trust and the Montgomery Trust except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ William Montgomery | 09/08/2022 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
