BRC Partners Opportunity Fund Form 4/A Change in insider ownership (amended)

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^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21255 BURBANK BOULEVARD, SUITE 400

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALTA EQUIPMENT GROUP INC. [ ALTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2020

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/28/2020		P		29,600	A	$8.8691	5,476,139	I	See notes(1)(2)(3)
Common Stock	03/02/2020		P		90,060	A	$8.648	5,566,199	I	See notes(1)(2)(3)
Common Stock	03/03/2020		P		21,421	A	$8.45	5,587,620	I	See notes(1)(2)(4)
Common Stock	03/03/2020		P		167,209	A	$8.4	5,754,829	I	See notes(1)(2)(4)
Common Stock	03/03/2020		P		100	A	$8.445	5,754,929	I	See notes(1)(2)(4)
Common Stock	03/03/2020		P		552	A	$8.4491(7)	5,755,481	I	See notes(1)(2)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants (right to buy)	$11.5	02/28/2020		P		129,700		(5)	(6)	Common Stock	129,700	$1.2	1,156,619	I	See notes(1)(2)(3)
Warrants (right to buy)	$11.5	02/28/2020		P		110,600		(5)	(6)	Common Stock	110,600	$1.2	1,267,219	I	See notes(1)(2)(4)
Warrants (right to buy)	$11.5	03/03/2020		P		33,000		(5)	(6)	Common Stock	33,000	$1.2	1,300,219	I	See notes(1)(2)(3)
Warrants (right to buy)	$11.5	03/03/2020		P		33,000		(5)	(6)	Common Stock	33,000	$1.2	1,333,219	I	See notes(1)(2)(4)

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21255 BURBANK BOULEVARD, SUITE 400

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley Principal Sponsor Co., LLC

(Last) (First) (Middle)

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Partners Management GP, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Partners Opportunity Fund, LP

(Last) (First) (Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley FBR, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last) (First) (Middle)

21255 BURBANK BOULEVARD

SUITE 400

(Street)

WOODLAND HILLS CA 91367

(City) (State) (Zip)

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"), B. Riley FBR, Inc., a Delaware corporation ("BRFBR"), and B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI" 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. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRPI.

3. Represents shares of Common Stock or warrants held directly by BRPLP.

4. Represents shares of Common Stock or warrants held directly by BRFBR.

5. The warrants will become exercisable on April 11, 2020, which is 12 months from the closing of the initial public offering of the Issuer.

6. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as further described in the Prospectus.

7. Shares were purchased at a price of $8.44906.

Remarks:

This Form 4 amends and restates in its entirety the Form 4 filed by the Filing Persons on March 3, 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
	B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer	04/27/2020
	** Signature of Reporting Person	Date
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