UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
NEFF CORP
(Name of Issuer)
Common Stock
(Title of Class Securities)
640094207
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:**
x Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page. |
| ** | Imperial Capital Asset Management, LLC and Jason Reese are filing this Schedule 13G pursuant to Rule 13d-1(b). Long Ball Partners LLC is filing this Schedule 13G pursuant to Rule 13d-1(c). |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
Page 2 of 9 Pages
CUSIP No. 640094207
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Imperial Capital Asset Management, LLC 95-4644497 | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ¨ (B) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
732,212 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
732,212 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
732,212 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
6.98% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
Page 3 of 9 Pages
CUSIP No. 640094207
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Long Ball Partners LLC 20-1663258 | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ¨ (B) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
732,212 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
732,212 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
732,212 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
6.98% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
Page 4 of 9 Pages
CUSIP No. 640094207
| 1 | NAMEOF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS.OFABOVEPERSONS (ENTITIESONLY).
Jason Reese | |||||
| 2 | CHECKTHE APPROPRIATE BOXIFA MEMBEROFA GROUP (SEE INSTRUCTIONS) (A) ¨ (B) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIPOR PLACEOF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
732,212 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
732,212 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNEDBY EACH REPORTING PERSON
732,212 | |||||
| 10 | CHECKIFTHE AGGREGATE AMOUNTIN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENTOF CLASS REPRESENTEDBY AMOUNTIN ROW (9)
6.98% | |||||
| 12 | TYPEOF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
Page 5 of 9 Pages
| Item 1. |
| (a) | Name of Issuer |
Neff Corp
| (b) | Address of Issuer’s Principal Executive Offices |
3750 N.W. 87th Avenue, Suite 400
Miami, FL 33178
| Item 2. |
| (a) | Names of Persons Filing |
This Schedule 13G is being filed on behalf of Imperial Capital Asset Management, LLC (“ICAM”); Long Ball Partners LLC (“Long Ball”); and Mr. Jason Reese (each, a “Reporting Person”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this statement as Exhibit A, pursuant to which such persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934. The Reporting Persons are of the view that they are not acting as a group for purposes of Section 13(d) under the Securities Exchange Act of 1934.
| (b) | Address of Principal Business office or, if None, Residence |
For each Reporting Person,
2000 Avenue of the Stars, 9th Floor
Los Angeles, California 90067
| (c) | Citizenship |
ICAM is a Delaware limited liability company
Long Ball is a Delaware limited liability company
Mr. Reese is a United States citizen
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
640094207
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Page 6 of 9 Pages
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). | ||
| (e) | x | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).* | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). | ||
| (g) | x | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).** | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3). | ||
| (j) | ¨ | Group in accordance with § 240.13d-1(b)(ii)(J). | ||
| * | ICAM is an investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| ** | Mr. Reese is a control person of ICAM in accordance with §240.13d-1(b)(1)(ii)(G). |
| Item 4. | Ownership |
For each Reporting Person:
| (a) | Amount beneficially owned: 732,212 |
| (b) | Percent of class: 6.98% |
| (c) | Number of shares to which each Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: 732,212 |
| (ii) | Shared power to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 732,212 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
Page 7 of 9 Pages
Long Ball is managed by ICAM on a discretionary basis. ICAM, in its capacity as investment adviser to Long Ball, may be deemed to be the beneficial owner of the securities owned by Long Ball, as in its capacity as investment adviser it has the power to dispose of, direct the disposition of, and vote such securities. Jason Reese is President of ICAM, which is the Managing Member of Long Ball. As a control person of ICAM, Mr. Reese may be deemed to beneficially own the securities owned by Long Ball.
Pursuant to Rule 13d-4, Jason Reese and ICAM each disclaim beneficial ownership of the securities owned by Long Ball.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
See Item 4 above.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
| Item 10. | Certification: |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2016
| Long Ball Partners LLC | ||
| By: Imperial Capital Asset Management, LLC | ||
| its Managing Member | ||
| By: | /s/ Jason Reese | |
| Jason Reese, President | ||
| Imperial Capital Asset Management, LLC | ||
| By: | /s/ Jason Reese | |
| Jason Reese, President | ||
/s/ Jason Reese | ||
| Jason Reese | ||
Page 9 of 9 Pages
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
Date: February 16, 2016
| Long Ball Partners, LLC | ||
By: Imperial Capital Asset Management, LLC its Managing Member | ||
| By: | /s/ Jason Reese | |
| Jason Reese, President | ||
| Imperial Capital Asset Management, LLC | ||
| By: | /s/ Jason Reese | |
| Jason Reese, President | ||
/s/ Jason Reese | ||
| Jason Reese | ||
