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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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B. Riley Financial, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 par value (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) |
03/03/2025 (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
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,041,164.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 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:
Box 13 is 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
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 par value | |
| (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. 3 amends 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 and Amendment No. 2 filed with the SEC on October 30, 2024 (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 4. | Purpose of Transaction | |
Item 4 is amended to add the following:
On March 3, 2025, Bryant R. Riley submitted a letter (the "Letter") to the Board of Directors of the Company announcing that he is suspending his pursuit of the proposed "going private" transaction to focus on continuing to work together to help the Company succeed. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Bryant R. Riley beneficially owns 6,844,926 shares of Common Stock, representing 22.4% 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 196,238 shares of Common Stock representing 0.6% 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) 126,087 are held by B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant R. Riley. The shares of Common Stock previously reported as being held by the Robert Antin Children Irrevocable Trust were transferred to a different entity and as such, Bryant R. Riley is no longer deemed to have voting or dispositive power over the shares. | |
| (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 | |
The information with respect to the Letter in Item 4 is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Letter to the Board of Directors by the Reporting Person (filed herewith). | ||
| 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.
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