Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
B. Riley Financial, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
05580M108 (CUSIP Number) |
Bryant R. Riley 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA, 90025 818 884-3737 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 05580M108 |
| 1 |
Name of reporting person
Bryant R. Riley | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,999,886.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class is calculated based on a total of 30,497,066 Shares (as defined below) of the Issuer outstanding as of February 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on February 21, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 | |
| (b) | Name of Issuer:
B. Riley Financial, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11100 Santa Monica Blvd, Suite 800, Los Angeles,
CALIFORNIA
, 90025. | |
Item 1 Comment:
This Amendment No. 4 amen
ds and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on June 30, 2014, as amended by the Amendment No. 1 filed with the SEC on August 16, 2024, the Amendment No. 2 filed with the SEC on October 30, 2024, and the Amendment No. 3 filed with the SEC on March 3, 2025 (as so amended, the "Schedule 13D"), relating to the Common Stock, par value $0.0001 per share (the "Common Stock" or "Shares"), of B. Riley Financial, Inc., a Delaware corporation (the "Issuer" or the "Company"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Bryant R. Riley beneficially owns 6,800,817 shares of Common Stock, representing 22.3% of the Issuer's Common Stock outstanding, based on a total of 30,497,066 Shares of the Issuer outstanding as of February 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on February 21, 2025. Bryant R. Riley may be deemed to indirectly beneficially own 199,069 shares of Common Stock representing 0.7% of the Issuer's Common Stock outstanding on February 19, 2025, of which (i) 17,538 are held as sole custodian for the benefit of Abigail Riley, (ii) 17,538 are held as sole custodian for the benefit of Charlie Riley, (iii) 17,537 are held as sole custodian for the benefit of Eloise Riley, (iv) 17,538 are held as sole custodian for the benefit of Susan Riley, and (v) 128,918 are held by B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant R. Riley. | |
| (b) | The information in Item 5(a) is incorporated by reference herein. | |
| (c) | There were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to the date hereof. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial 13D is hereby amended and restated as follows:As previously disclosed by the Company in its Schedule 14A filed with the SEC on May 10, 2024, Bryant R. Riley pledged as collateral a portion of his shares of Common Stock in favor of Axos Bank pursuant to the terms of a Credit Agreement, dated as of March 19, 2019, as amended from time to time and most recently on March 27, 2025, by and between Mr. Riley and Axos Bank (the "Credit Agreement') and a Pledge Agreement, dated as of the same date, executed and delivered by Mr. Riley in favor of Axos Bank (as amended from time to time, the "Pledge Agreement").As previously disclosed by Mr. Riley in Amendment No. 2 to the Initial 13D, following the entry into the Credit Agreement and the Pledge Agreement, Mr. Riley and Axos Bank entered into multiple amendments to both of those agreements, and Mr. Riley pledged additional shares of Common Stock in favor of Axos Bank, including an initial 4,024,714 shares of Common Stock upon initially entering into the Credit Agreement and Pledge Agreement in March 2019 and additional shares in favor of Axos Bank on multiple occasions for a total of 5,804,124 shares of Common Stock as of the date of Amendment No. 2 to the Initial 13D and as of April 9, 2025. The shares of Common Stock pledged by Mr. Riley constitutes only a portion of the collateral security under the Credit Agreement.The March 27, 2025 amendment to the Credit Agreement (the "Ninth Amendment") modifies the amount of credit available under the revolving credit line to $21,407,944 (the "Loan Amount") and extends the Maturity Date to April 1, 2026. As of April 9, 2025, the amount of principal and interest outstanding under the Credit Agreement was $21,407,944.Interest on amounts advanced under the Credit Agreement is payable by Mr. Riley, at Mr. Riley's option, either monthly in arrears or such interest may be accrued and added to the amount of outstanding principal under the Credit Agreement subject to undrawn availability thereunder. Upon the occurrence of certain events that are customary for these types of loans, including satisfaction of loan-to-collateral value ratios, Axos Bank may exercise their rights to require Mr. Riley to pre-pay the loan proceeds or post additional collateral, and Axos Bank may exercise their rights to foreclose on, and dispose of, the pledged shares and other collateral, in each case, in accordance with the Credit Agreement and Pledge Agreement.Neither the Company nor any of its subsidiaries is a party to the Credit Agreement, the Pledge Agreement or any other agreements between Mr. Riley and Axos Bank.The Pledge Agreement allows Axos Bank under certain specified circumstances set forth in the Credit Agreement and Pledge Agreement (including upon the occurrence and during the continuance of an event of default pursuant to the Credit Agreement and Pledge Agreement) to cause a sale of Mr. Riley's Common Stock that has been pledged to Axos Bank. The pledge of Mr. Riley's Common Stock under the Pledge Agreement includes, among other things, a pledge of all management rights, voting rights and control rights, and all rights to grant or withhold consents and approvals in connection with such Common Stock.The foregoing description of the Pledge Agreement does not purport to be complete and is qualified in its entirety by reference to the full copies of the Pledge Agreement and amendments thereto incorporated herein by reference and filed as Exhibits 1, 2 and 3 to Amendment No. 2 to the Initial 13D. | ||
| 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.
|
|
|