Nogin (NOGN) Form 3/A Nogin / BRYANT R RILEY ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2022

3. Issuer Name and Ticker or Trading Symbol
Nogin, Inc. [ NOGN ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/29/2022

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,683,899	I	By ABJ5, LLC(1)(2)(3)
Common Stock	517,079	I	By B. Riley Securities, Inc.(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BOULEVARD, 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)

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABJ5, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley Securities, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last) (First) (Middle)

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), ABJ5, LLC, a Delaware limited liability company ("ABJ5"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), and Bryant R. Riley.

2. ABJ5 is a wholly-owned subsidiary of BRPI. As a result, BRPI may be deemed to indirectly beneficially own the securities of Software Acquisition Group, Inc. III. (the "Issuer") held of record by ABJ5. BRF is the parent company of BRPI and BRS. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held of record by ABJ5, BRPI and BRS.

3. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by ABJ5, BRPI and BRS. Each of BRF, BRPI, ABJ5, BRS, and Bryant R. Riley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein.

Remarks:

This filing amends the Form 3 filed on August 29, 2022 to reflect the addition of ABJ5 as a Reporting Person and signatory hereto. ABJ5 had not yet obtained edgar access codes at the time of the prior Form 3 filing and has since obtained such codes.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	09/01/2022
	B. Riley Principal Investments, LLC by: /s/ Kenneth Young, Chief Executive Officer	09/01/2022
	ABJ5, LLC by: /s/ Jimmy Baker, President	09/01/2022
	B. Riley Securities, Inc. by /s/ Andrew Moore, Chief Executive Officer	09/01/2022
	/s/ Bryant R. Riley	09/01/2022
	** Signature of Reporting Person	Date
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