SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAVICH JESS M

(Last)

(First)

(Middle)

244 MADISON AVENUE, PMB #358

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALJ REGIONAL HOLDINGS INC [ ALJJ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								9,025,626	D
Common Stock								4,853,804	I	By Exemption Trust under the Ravich Revocable Trust of 1989
Common Stock								1,484,677	I	Held by Libra Securities Holdings, LLC
Common Stock								668,669	I	Held through pension plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Participation Interests	⁽¹⁾							05/12/2020	11/28/2023	Common Stock	7,592,030⁽³⁾		7,592,030	D
Warrants	⁽²⁾							04/07/2020	04/07/2025	Common Stock	69,611⁽⁴⁾		69,611	I	Held by Ravich Permanent Partnership LLP
Warrants	⁽²⁾							04/07/2020	04/07/2025	Common Stock	69,611⁽⁴⁾		69,611	I	Held by Ravich Defined Benefit Plan
Warrants	⁽²⁾							04/07/2020	04/07/2025	Common Stock	171,705⁽⁴⁾		171,705	I	Held by Libra Securities Holdings, LLC
Stock Options (Right to Buy)	$4							08/03/2015	08/02/2022	Common Stock	350,000		350,000	D
Warrants	$1.8							07/30/2019	07/30/2021	Common Stock	199,800⁽⁶⁾		199,800	I	Held through pension plan
Warrants	$1.8							07/30/2019	07/30/2021	Common Stock	319,680⁽⁵⁾		319,680	I	Held by Libra Securities Holdings, LLC
Warrants	⁽⁷⁾							12/17/2019	12/17/2024	Common Stock	225,000⁽⁶⁾		225,000	I	Held by Ravich Permanent Partnership LLP
Warrants	⁽⁷⁾							12/17/2019	12/17/2024	Common Stock	225,000⁽⁸⁾		225,000	I	Held by Ravich Defined Benefit Plan
Warrants	⁽⁷⁾							12/17/2019	12/17/2024	Common Stock	555,000⁽⁸⁾		555,000	I	Held by Libra Securities Holdings, LLC

Explanation of Responses:

1. The participation interests are convertible into common stock of ALJ Regional Holdings, Inc. (the "Issuer") at a price equal to the lower of $0.54004 or the 10-day trailing average closing price of the common stock of the Issuer on the six month anniversary of the date such participation interests are issued.

2. The warrants are exercisable at a price equal to the lower of $0.59 or the closing price of the common stock of the Issuer on the six month anniversary of the date such warrant is issued.

3. The participation interests were issued in consideration of Jess Ravich entering into an amendment to the Junior Participation (as defined below). The amount or number of shares underlying the participation interests is calculated based on an assumed conversion price of $0.54004.

4. The warrants were issued in consideration of such entity entering into an amendment to the Junior Participation (as defined below).

5. On July 30, 2019, Libra Securities Holdings, LLC ("Libra") and the Issuer entered into agreements under which Libra invested $1,728,000 in the Issuer and received 960,000 shares of the Issuer's common stock and a warrant to purchase 319,680 shares of the Issuer's common stock at an exercise price of $1.80 per share.

6. On July 30, 2019, Jess Ravich, through his pension plan (the "Pension Plan"), entered into agreements with the Issuer under which the Pension Plan invested $1,080,000 in the Issuer and received 600,000 shares of the Issuer's common stock and a warrant to purchase 199,800 shares of the Issuer's common stock at an exercise price of $1.80 per share.

7. The warrants are exercisable at a price equal to the lower of $1.20 or the 30 business day trailing average of the closing price of the Issuer's common stock on the six month anniversary of the date such warrant is first exercisable.

8. The warrants were issued in consideration of such entity purchasing its pro rata portion of $4.1 million of junior participation interests in the Issuer's term loan facility (the "Junior Participation").

	/s/ Christopher Forrester, by Power of Attorney	05/14/2020
	** Signature of Reporting Person	Date
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