Mill Road Capital III SC 13D/A ALTA EQUIPMENT / Mill Road Capital III ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Alta Equipment Group Inc.

(Name of Issuer)

Common stock, $0.0001 par value

(Title of Class of Securities)

02128L106

(CUSIP Number)

Mill Road Capital III, L.P.

Attn: Thomas E. Lynch

328 Pemberwick Road

Greenwich, CT 06831

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 02128L106 13D Page 2 of 7 Pages

1.	Names of Reporting Persons  Mill Road Capital III, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)  WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power  3,714,594
	8.	Shared Voting Power
	9.	Sole Dispositive Power  3,714,594
	10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person  3,714,594
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11)  11.2%
14.	Type of Reporting Person (See Instructions)  PN

CUSIP No. 02128L106 13D Page 3 of 7 Pages

1.	Names of Reporting Persons  Mill Road Capital III GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)  AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization  Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power  3,714,594
	8.	Shared Voting Power
	9.	Sole Dispositive Power  3,714,594
	10.	Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person  3,714,594
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11)  11.2%
14.	Type of Reporting Person (See Instructions)  HC; OO

CUSIP No. 02128L106 13D Page 4 of 7 Pages

1.	Names of Reporting Persons  Thomas E. Lynch
2.	Check the Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)  AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization  USA

Number of Shares  Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power
	8.	Shared Voting Power  3,714,594
	9.	Sole Dispositive Power
	10.	Shared Dispositive Power  3,714,594

11.	Aggregate Amount Beneficially Owned by Each Reporting Person  3,714,594
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11)  11.2%
14.	Type of Reporting Person (See Instructions)  HC; IN

CUSIP No. 02128L106 Page 5 of 7 Pages

This Amendment No. 7 to the joint statement on Schedule 13D with respect to the common stock, par value $0.0001 (the “Common Stock”), of Alta Equipment Group Inc., a Delaware corporation (the “Issuer”), filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively, the “Reporting Persons”) on May 19, 2023, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on October 5, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on December 22, 2023, as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on January 23, 2024, as amended by Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on February 9, 2024, as amended by Amendment No. 5 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on April 11, 2024, and as amended by Amendment No. 6 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on May 14, 2024 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows:

1. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons have acquired beneficial ownership of an aggregate of 3,714,594 shares of Common Stock for $44,670,612.46 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of Put Options (as defined in Item 6) is not reduced by the premium received by the Reporting Persons upon sale of the Put Options.

2. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:

Item 5. Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 33,147,140 shares of Common Stock issued and outstanding as of May 6, 2024, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2024. All of the share numbers reported herein are as of July 3, 2024, unless otherwise indicated. Each Reporting Person’s cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 3,714,594 shares of Common Stock. The GP, as sole general partner of the Fund, also 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, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares in his capacity as Chairman and Management Committee Director of the GP. Accordingly, each of the

CUSIP No. 02128L106 Page 6 of 7 Pages

Reporting Persons beneficially owns 3,714,594 shares of Common Stock, or approximately 11.2% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 3,714,594 shares of Common Stock, or approximately 11.2% of the outstanding shares of Common Stock.

(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock since May 14, 2024 (the date of the filing of Amendment No. 6 to the Schedule 13D):

Date of Purchase	Shares Purchased (#)		Purchase Price per Share ($)
05/14/2024		47,300	$	12.5000
05/15/2024		17,700	$	12.5000
05/17/2024		173,200	$	12.5000
05/29/2024		6,200	$	12.5000
06/03/2024		4,900	$	10.0000
06/13/2024		31,600	$	12.5000
06/27/2024		33,700	$	10.0000
07/01/2024		151,600	$	10.0000

The above-listed transactions were effected pursuant to the assignment of Put Options (as defined in Item 6), and the purchase prices do not reflect brokerage commissions paid.

3. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

[signature page follows]

CUSIP No. 02128L106 Page 7 of 7 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: July 3, 2024
MILL ROAD CAPITAL III, L.P.
By:	Mill Road Capital III GP LLC, its General Partner
By:	/s/ Deven Petito
	Deven Petito
	Management Committee Director
MILL ROAD CAPITAL III GP LLC
By:	/s/ Deven Petito
	Deven Petito
	Management Committee Director
THOMAS E. LYNCH
/s/ Deven Petito
Deven Petito, attorney-in-fact