SEC Form SC 13D/A filed by Alta Equipment Group Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
ALTA EQUIPMENT GROUP INC.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
02128L106
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 7, 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. ☐
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.
| CUSIP No. 02128L106 |
| 1 |
NAME OF REPORTING PERSONS B. Riley Financial, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER 0 |
8
|
SHARED VOTING POWER 0 | |
9
|
SOLE DISPOSITIVE POWER 0 | |
10
|
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* |
| 14 |
TYPE OF REPORTING PERSON HC |
| * | Based on 32,368,112 shares of common stock, par value $0.0001 (the “Common Stock”), of Alta Equipment Group Inc. (the “Issuer”) outstanding as of November 6, 2023 as reported by the Issuer on its Form 10-Q filed with the U.S. Securities and Exchange Commission on November 8, 2023 (the “10-Q”). |
2
| CUSIP No. 02128L106 |
| 1 |
NAME OF REPORTING PERSONS B. Riley Securities, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER 0 |
8
|
SHARED VOTING POWER 0 | |
9
|
SOLE DISPOSITIVE POWER 0 | |
10
|
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* |
| 14 |
TYPE OF REPORTING PERSON BD |
| * | Based on 32,368,112 shares of Common Stock of the Issuer outstanding as of November 6, 2023 as reported by the 10-Q. |
3
| CUSIP No. 02128L106 |
| 1 |
NAME OF REPORTING PERSONS BRF Investments, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER 0 |
8
|
SHARED VOTING POWER 0 | |
9
|
SOLE DISPOSITIVE POWER 0 | |
10
|
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* |
| 14 |
TYPE OF REPORTING PERSON OO |
| * | Based on 32,368,112 shares of Common Stock of the Issuer outstanding as of November 6, 2023 as reported by the 10-Q. |
4
| CUSIP No. 02128L106 |
| 1 |
NAME OF REPORTING PERSONS Bryant R. Riley |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS PF, AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER 240,033 (1)(2) |
8
|
SHARED VOTING POWER 0 | |
9
|
SOLE DISPOSITIVE POWER 240,033 (1)(2) | |
10
|
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 240,033 (1)(2) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%* |
| 14 |
TYPE OF REPORTING PERSON IN |
| * | Based on 32,368,112 shares of Common Stock of the Issuer outstanding as of November 6, 2023 as reported by the 10-Q. |
| (1) | Represents the removal of 211,174 shares that were inadvertently reported on amendments numbered 5 through 12 despite being previously sold. |
| (2) | Represents the removal of 202,247 shares that were inadvertently reported that are not deemed to be beneficially owned by the Reporting Persons. |
5
This Amendment No. 13 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2019, as amended by Amendment No. 1 and Amendment No. 2 filed on February 24, 2020 and Amendment No. 3 filed on March 3, 2020 and Amendment No. 4 filed on March 17, 2020, Amendment No. 5 filed on March 11, 2021, and Amendment No. 6 filed on March 23, 2021, and Amendment No. 7 filed on October 28, 2021, and Amendment No. 8 filed on February 8, 2022, and Amendment No. 9 filed on May 6, 2022, Amendment No. 10 filed on April 18, 2023, Amendment No. 11 filed on July 25, 2023, and Amendment No. 12 filed on August 7, 2023 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Alta Equipment Group Inc., a Delaware corporation (the “Issuer or “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 OF SECURITIES OF THE ISSUER.
Item 5, Sections (a), (b) and (e) of the Schedule 13D are hereby amended and restated as follows:
| (a) | and (b) |
| 1. | As of the date hereof, BRS and BRFI no longer beneficially own directly any shares of Common Stock of the Issuer. | |
| 2. | BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI. | |
| 3. | Bryant R. Riley may be deemed to indirectly beneficially own 240,033 shares of Common Stock representing 0.7% of the Issuer’s Common Stock, of which (i) 211,175 shares are held jointly with his wife, Carleen Riley, and (ii) 24,610 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust, (iii) 1,062 shares are held as sole custodian for the benefit of Abigail Riley, (iv) 1,062 shares are held as sole custodian for the benefit of Charlie Riley, (v) 1,062 shares are held as sole custodian for the benefit of Eloise Riley, and (vi) 1,062 shares are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS, BRFI, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein. |
| (e) |
| As of February 7, 2024, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock. |
6
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2024
| B. RILEY FINANCIAL, INC. | ||
| By: | /s/ Bryant R. Riley |
|
| Name: | Bryant R. Riley |
|
| Title: | Co-Chief Executive Officer | |
| B. RILEY SECURITIES, INC. | ||
| By: | /s/ Andrew Moore |
|
| Name: | Andrew Moore | |
| Title: | Chief Executive Officer | |
| BRF INVESTMENTS, LLC | ||
| By: | /s/ Phillip Ahn |
|
| Name: | Phillip Ahn | |
| Title: | Authorized Signatory | |
| BRYANT R. RILEY | ||
| By: | /s/ Bryant R. Riley |
|
7
SCHEDULE A
Executive Officers and Directors of B. Riley Financial, Inc.
| Name and Position | Present Principal Occupation | Business Address | Citizenship | |||
| Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer |
Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Thomas
J. Kelleher1 Co-Chief Executive Officer and Director |
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Phillip J. Ahn Chief Financial Officer and Chief Operating Officer |
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Kenneth Young President |
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Alan N. Forman Executive Vice President, General Counsel and Secretary |
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. | 299 Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
| Howard E. Weitzman Senior Vice President and Chief Accounting Officer |
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Robert
L. Antin2 Director |
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Tammy Brandt Director |
Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Robert D’Agostino Director |
President of Q-mation, Inc., a supplier of software solutions | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Renée E. LaBran Director |
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Randall E. Paulson Director |
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Michael J. Sheldon Director |
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Mimi Walters Director |
U.S. Representative from California’s 45th Congressional District – Retired | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States |
| 1 | As of the date hereof, Thomas J. Kelleher directly owned 15,000 shares of Common Stock. The aggregate purchase price of the 15,000 shares of Common Stock that were purchased by Thomas J. Kelleher with personal funds is approximately $153,678. Thomas J. Kelleher has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
| 2 | As of the date hereof, Robert L. Antin directly owned 44,025 shares of Common Stock. The aggregate purchase price of the 44,025 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $307,741. Robert L. Antin has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
8
ANNEX I
Transactions within the Past 60 Days
|
Trade Date |
Transaction | Amount of Securities | Price per Share of Common Stock | Reporting Person | ||||||||
| 2/7/2024 | Sale | 2,449,629 | $ | 11.00 | BRF Investments, LLC | |||||||
| 2/7/2024 | Sale | 307,679 | $ | 11.00 | B. Riley Securities, Inc. | |||||||
| 2/8/2024 | Sale | 852,455 | $ | 11.00 | B. Riley Securities, Inc. | |||||||
9