Mill Road Capital III GP Form 4 ALTA EQUIPMENT / THOMAS E LYNCH ownership change

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^*

Mill Road Capital III, L.P.

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(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)
08/15/2024

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

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, $0.0001 par value	08/15/2024		X		14,900	A	$10	4,078,608	D(1)
Common Stock, $0.0001 par value	08/15/2024		X		86,700	A	$12.5	4,165,308	D(1)
Common Stock, $0.0001 par value	08/16/2024		X		5,600	A	$12.5	4,170,908	D(1)

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
Put options (obligation to buy)	$12.5	08/15/2024		X			104	(2)	08/16/2024	Common Stock	10,400	$0	56	D(1)
Put options (obligation to buy)	$10	08/15/2024		X			54	07/19/2024	09/20/2024	Common Stock	5,400	$0	11	D(1)
Put options (obligation to buy)	$12.5	08/15/2024		X			763	(3)	09/20/2024	Common Stock	76,300	$0	412	D(1)
Put options (obligation to buy)	$10	08/15/2024		X			95	(2)	10/18/2024	Common Stock	9,500	$0	0	D(1)
Put options (obligation to buy)	$12.5	08/16/2024		X			56	(2)	08/16/2024	Common Stock	5,600	$0	0	D(1)

1. Name and Address of Reporting Person^*

Mill Road Capital III, L.P.

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mill Road Capital III GP LLC

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LYNCH THOMAS E

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

Explanation of Responses:

1. The shares reported are directly held by Mill Road Capital III, L.P. (the "Fund"). Mill Road Capital III GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Mr. Lynch is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

2. Each put option became exercisable on the date purchased, which dates range from 7/19/2024 to 7/22/2024.

3. Each put option became exercisable on the date purchased, which dates range from 7/24/2024 to 7/30/2024.

	/s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P.	08/19/2024
	/s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital III GP LLC	08/19/2024
	/s/ Thomas E. Lynch	08/19/2024
	** Signature of Reporting Person	Date
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