0001615774-17-002945.txt : 20170605 0001615774-17-002945.hdr.sgml : 20170605 20170605202818 ACCESSION NUMBER: 0001615774-17-002945 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170601 FILED AS OF DATE: 20170605 DATE AS OF CHANGE: 20170605 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: B. Riley Financial, 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: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HENDRIX RICHARD J CENTRAL INDEX KEY: 0001218306 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37503 FILM NUMBER: 17892836 MAIL ADDRESS: STREET 1: 1300 NORTH 17TH STREET CITY: ARLINGTON STATE: VA ZIP: 22209 4 1 s106459_form4.xml 4 X0306 4 2017-06-01 0 0001464790 B. Riley Financial, Inc. RILY 0001218306 HENDRIX RICHARD J C/O B. RILEY FINANCIAL, INC., 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS CA 91367 1 0 0 0 Common Stock 2017-06-01 4 A 0 189777 0 A 189777 D Common Stock 2017-06-01 4 A 0 26024 0 A 215801 D Common Stock 2017-06-01 4 A 0 43402 0 A 259203 D Common Stock 2017-06-01 4 F 0 10607 14.70 D 248596 D The Reporting Person acquired 189,777 shares of common stock of B. Riley Financial, Inc. ("B. Riley") in exchange for 282,828 shares of common stock of FBR & Co. ("FBR") held thereby at an exchange ratio of 0.671 in connection with the merger of FBR into BRC Merger Sub, LLC, a wholly owned subsidiary of B. Riley (the "Merger" ). The Merger was effected pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of March 15, 2017 and effective as of February 17, 2017 (the "Merger Agreement"), by and among FBR, B. Riley and BRC Merger Sub, LLC, and closed on June 1, 2017. Common stock of B. Riley had a closing market value of $14.70 per share on the effective date of the Merger. The Reporting Person acquired 26,024 shares of common stock of B. Riley in exchange for an option (the "Option") held thereby to purchase 65,000 shares of common stock of FBR. Pursuant to the Merger Agreement, the Option was converted into a number of shares of common stock of B. Riley equal to (i) the number of shares of common stock of FBR subject to the Option immediately prior to the effective time of the merger, multiplied by FBR's option spread (which is the difference between the closing price of a share of common stock of FBR on the trading day immediately prior to the effective time of the merger ($17.55) and the exercise price of the option), divided by (ii) the volume-weighted average price of a share of common stock of B. Riley for the ten trading day period ending on May 30, 2017 ($14.36). The Reporting Person acquired beneficial ownership of 43,402 shares of common stock of B. Riley in connection with the receipt of a restricted stock unit ("RSU") issued by B. Riley that settles in shares of common stock of B. Riley on certain dates through February 10, 2020, subject to the Reporting Person's continued employment with B. Riley and/or its subsidiaries. Pursuant to the Merger Agreement, the Reporting Person's 41,658 FBR RSUs were converted into B. Riley RSUs, with the number of shares of common stock of B. Riley subject to each such B. Riley RSU equal to the product (rounded to the nearest whole number) of (i) the number of shares of common stock of FBR subject to such FBR RSUs prior to the effective time, multiplied by (ii) the exchange ratio of 0.671. (continued from footnote 3) Pursuant to the Merger Agreement, the Reporting Person's 46,051 FBR performance stock units ("PSUs") were also converted into B. Riley RSUs, with the number of shares of common stock of B. Riley subject to such B. Riley RSUs equal to the product (rounded to the nearest whole number) of (i) the number of shares of common stock of FBR that would be earned based on the level of achievement that would result in 50% of the number of shares of common stock of FBR subject to the FBR PSU being earned, multiplied by (ii) the exchange ratio of 0.671. The acquired B. Riley RSUs will continued to be governed on the same terms and conditions as applied to the converted FBR RSUs or FBR PSUs, as applicable (except that performance-based vesting conditions will no longer apply to B. Riley RSUs acquired in respect of FBR PSUs). Represents shares of common stock of B. Riley withheld by the Company and remitted on behalf of the Reporting Person for payment of income taxes incurred for compensation received by the Reporting Person in connection with the issuance of shares of common stock of B. Riley resulting from the conversion of the Option. /s/ Richard J. Hendrix 2017-06-05