SEC Form 4
| 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 ALTA EQUIPMENT GROUP INC. [ ALTG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/06/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 02/10/2020 | 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 | ||||||
| Class A Common Stock | 02/06/2020 | J(3) | 240,608 | D | (3) | 3,976,250 | I | See notes(1)(2) | ||
| Class A Common Stock | 02/06/2020 | P | 7,325 | A | $10.2 | 3,983,575 | I | See notes(1)(2)(4) | ||
| Class A Common Stock | 02/06/2020 | P | 29,049 | A | $10.21 | 4,012,624 | I | See notes(1)(2)(4) | ||
| Class A Common Stock | 02/06/2020 | S | 7,325 | D | $10.21 | 4,005,299 | I | See notes(1)(2)(4) | ||
| Class A Common Stock | 02/06/2020 | P | 157,073 | A | $10.2063 | 4,162,372 | I | See notes(1)(2)(5) | ||
| Class A Common Stock | 02/07/2020 | P | 48 | A | $10.18 | 4,162,420 | I | See notes(1)(2)(4) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), and B. Riley FBR, Inc., a Delaware corporation ("BRFBR" and collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock") of Alta Equipment Group, Inc., a Delaware corporation (the "Issuer"), reported herein except to the extent of its pecuniary interest therein. |
| 2. BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP, and 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 and the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by BRFBR and the Sponsor. |
| 3. On February 6, 2020, BRPLP redeemed 240,608 shares of Common Stock with the Issuer for cash at a price of $10.16 per share, as stated on the received redemption notice. As previously announced, the Issuer has scheduled a special meeting on February 11, 2020 in lieu of the 2020 annual meeting of its stockholders, to vote on the proposals (the "vote") relating to the Issuer's proposed business combination with Alta Equipment Holdings, Inc. Holders of shares of the Issuer's Common Stock were entitled to request that the Issuer redeem all or a portion of their public shares for cash in connection with the vote until February 7, 2020. |
| 4. Represents shares of Common Stock held directly by BRFBR. BRFBR is a FINRA registered broker dealer and market maker. The transactions reported herein reflect executions in which BRFBR had no direct or indirect beneficial interest. Such transactions were executed in furtherance of BRFBR's bona-fide market making activities. As part of its bona-fide market making activities, BRFBR may hold long or short positions overnight. |
| 5. Represents shares of Common Stock held directly by BRPLP. |
| Remarks: |
| This Form 4 amends and restates in its entirety the Form 4 filed by the Filing Persons on February 10, 2020 (the "Original Form 4"). The purpose of this Form 4 is to correct the Original Form 4 by removing certain transactions reported in error on the Original Form 4 that were not reportable under Section 16 for which the Filing Persons were not the beneficial owners. Certain transactions reported on this Form 4 are matchable transactions under Section 16(b) of the Exchange Act. The Reporting Persons will disgorge the full amount of any recoverable profits to the Issuer. |
| B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | 04/27/2020 | |
| B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer | 04/27/2020 | |
| B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer | 04/27/2020 | |
| BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer | 04/27/2020 | |
| BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer | 04/27/2020 | |
| B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer | 04/27/2020 | |
| ** 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. | ||