0001144204-14-038829.txt : 20140626 0001144204-14-038829.hdr.sgml : 20140626 20140620170209 ACCESSION NUMBER: 0001144204-14-038829 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140519 FILED AS OF DATE: 20140620 DATE AS OF CHANGE: 20140620 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Great American Group, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 270223495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21860 BURBANK BLVD. STREET 2: SUITE 300 SOUTH CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21860 BURBANK BLVD. STREET 2: SUITE 300 SOUTH CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54010 FILM NUMBER: 14933483 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STE 810 CITY: LOS ANGELES STATE: CA ZIP: 90025 4 1 form468936_20140620050104-.xml X0306 4 2014-05-19 0 0001464790 Great American Group, Inc. GAMR 0001207269 RILEY BRYANT R 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA US 90025 1 1 1 0 Chairman and CEO Common Stock 2014-06-18 4 J 0 3751264 0 A 3753285 D Common Stock 2014-06-18 4 J 0 3437 0 D 0 I By B. Riley and Co., LLC Common Stock 2014-05-19 4 P 0 200000 5 A 200000 I By the Robert Antin Children Irrevocable Trust The Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. The Reporting Person acquired 3,751,264 shares of common stock of Great American Group, Inc. in exchange for 1342.45 shares of common stock of B. Riley and Co. Inc. and 100% of the membership interests in Riley Investment Management LLC and B. Riley and Co. Holdings, LLC in connection with the acquisition of such entities by Great American Group, Inc. (the "Acquisition"). The Acquisition was effected pursuant to an acquisition agreement (the "Acquisition Agreement"), which was entered into on May 19, 2014, and placed a value on Great American Group, Inc.'s common stock of $5.00 per share. On June 18, 2014, the effective date of the first closing of the Acquisition, the closing price of Great American Group, Inc.'s common stock was $8.40 per share. Of the 3,751,264 shares issued to the Reporting Person in the Acquisition, 628,727 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the first closing of the Acquisition to serve as security for the indemnification obligations of the Reporting Person and the acquired entities pursuant to the Acquisition Agreement and any downward adjustment to the acquisition consideration as a result of the final working capital adjustment provided for in the Acquisition Agreement. Shares were beneficially owned by B. Riley and Co., LLC, a wholly owned subsidiary of B. Riley and Co. Inc., and by the Reporting Person, as Chairman and majority indirect owner of B. Riley and Co., LLC. Effective upon the consummation of the Acquisition, B. Riley and Co., LLC became a wholly owned indirect subsidiary of Great American Group, Inc. and, as a result, all such shares were retired. Held of record by the Robert Antin Children Irrevocable Trust Dtd 1/1/01 (the "Trust"). Mr. Riley, as Trustee may be deemed to beneficially own the shares held by the Trust. Bryant R. Riley 2014-06-20