Heritage Global (HGBL) Form 4 Heritage Global / Collin McBirney 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^*

Topline Capital Management, LLC

(Last) (First) (Middle)

544 EUCLID STREET

(Street)

SANTA MONICA CA 90402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Heritage Global Inc. [ HGBL ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Explanation in Footnotes

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2023

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	03/20/2023		S		49,497	D	$2.87	3,981,357	I(1)(2)	By Topline Capital Partners, LP(3)

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

1. Name and Address of Reporting Person^*

Topline Capital Management, LLC

(Last) (First) (Middle)

544 EUCLID STREET

(Street)

SANTA MONICA CA 90402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

McBirney Collin

(Last) (First) (Middle)

544 EUCLID STREET

(Street)

SANTA MONICA CA 90402

(City) (State) (Zip)

Explanation of Responses:

1. The reporting persons are (i) Topline Capital Management, LLC, an exempt reporting adviser ("TCM"), and (ii) Collin McBirney, TCM's managing member.

2. Each reporting person may be deemed to beneficially own more than 10% of the issuer's outstanding shares of Common Stock. Each reporting person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any reporting person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. The shares of Common Stock reported in Table I of this Form 4 are beneficially owned by Topline Capital Partners, LP, a Delaware limited partnership (the "Fund"). As a greater than 10% beneficial owner, the Fund is separately reporting its holdings in the issuer's securities on a Form 4 filed concurrently herewith. Each of TCM, as the investment manager and general partner of the Fund, and Mr. Mc Birney, as managing member of TCM, may be deemed to be the beneficial owner of the shares of common stock beneficially owned by the Fund.

	Topline Capital Management, LLC, By: Collin McBirney, its Managing Member	03/22/2023
	Collin McBirney	03/22/2023
	** 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).
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