0001615774-17-003525.txt : 20170706 0001615774-17-003525.hdr.sgml : 20170706 20170706191735 ACCESSION NUMBER: 0001615774-17-003525 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170703 FILED AS OF DATE: 20170706 DATE AS OF CHANGE: 20170706 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: Wunderlich Gary Kent JR CENTRAL INDEX KEY: 0001709974 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37503 FILM NUMBER: 17953603 MAIL ADDRESS: STREET 1: CLO B. RILEY FINANCIAL, INC., STREET 2: 21255 BURBANK BLVD., SUITE 400 CITY: WOODLAND STATE: CA ZIP: 91367 4 1 s106758_f4.xml OWNERSHIP DOCUMENT X0306 4 2017-07-03 0 0001464790 B. Riley Financial, Inc. RILY 0001709974 Wunderlich Gary Kent JR C/O B. RILEY FINANCIAL, INC., 21255 BURBANK BLVD., SUITE 400 WOODLAND HILLS CA 91367 1 0 0 0 Common Stock 2017-07-03 4 A 0 163450 A 163450 D Common Stock 2017-07-03 4 A 0 9707 A 9707 I By Wunderlich Children's Trust Common Stock 2017-07-03 4 A 0 3086 A 3086 I By Alvin Wunderlich, Jr. Grandchildren's Trust Common Stock 2017-07-03 4 A 0 1320 A 1320 I By Gary Wunderlich Jr. IRA - WFCS as Custodian Trust Common Stock 2017-07-03 4 A 0 787 A 787 I By Madison Wunderlich Trust Common Stock 2017-07-03 4 A 0 787 A 787 I By Gary Wunderlich III Trust Warrants 17.50 2017-07-03 4 A 0 63541 A 2017-07-03 2022-07-03 Common Stock 63541 63541 D Warrants 17.50 2017-07-03 4 A 0 4854 A 2017-07-03 2022-07-03 Common Stock 4854 4854 I By Wunderlich Children's Trust Warrants 17.50 2017-07-03 4 A 0 574 A 2017-07-03 2022-07-03 Common Stock 574 574 I By Alvin Wunderlich, Jr. Grandchildren's Trust Warrants 17.50 2017-07-03 4 A 0 246 A 2017-07-03 2022-07-03 Common Stock 246 246 I By Gary Wunderlich Jr. IRA - WFCS as Custodian Trust Warrants 17.50 2017-07-03 4 A 0 147 A 2017-07-03 2022-07-03 Common Stock 147 147 I By Madison Wunderlich Trust Warrants 17.50 2017-07-03 4 A 0 147 A 2017-07-03 2022-07-03 Common Stock 147 147 I By Gary Wunderlich III Trust On July 3, 2017, pursuant to the Merger Agreement, dated as of May 17, 2017, (the "Merger Agreement") by and among B. Riley Financial, Inc. ("B. Riley"), Foxhound Merger Sub, Inc., Wunderlich Investment Company, Inc. ("Wunderlich") and Stephen Bonnema, in his capacity as the Stockholder Representative, B. Riley paid approximately $36.6 million in cash, 2.0 million shares of common stock and 0.8 million warrants in aggregate consideration to holders of Wunderlich common and preferred stock, of which 0.39 million shares of B. Riley common stock and 0.17 million warrants were delivered to an escrow agent to be held pursuant to an escrow agreement entered into at closing by and among B. Riley, Wunderlich and Citibank, N.A., in its capacity as escrow agent (the "Escrow Agreement") in respect of certain potential post-closing claims and post-closing adjustment. In connection with the issuance of the warrants, B. Riley entered into a warrant agreement with Continental Stock Transfer & Trust Company as warrant agent. The warrants entitle the holders thereof to acquire the same number of shares of B. Riley common stock as the number of warrants. Each share of B. Riley common stock acquired was valued at $14.67 per share and each warrant acquired was valued at $6.08 per warrant. Pursuant to the Merger Agreement, 36,308 shares of Gary K. Wunderlich, Jr.'s 163,450 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Pursuant to the Merger Agreement, 825 shares of the Wunderlich Children's Trust's 9707 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Mr. Wunderlich benefits from the Wunderlich Children's Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity. Pursuant to the Merger Agreement, 1457 shares of the Alvin Wunderlich, Jr. Grandchildren's Trust's 3086 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Mr. Wunderlich benefits from the Alvin Wunderlich, Jr. Grandchildren's Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity. Pursuant to the Merger Agreement, 623 shares of the Gary Wunderlich Jr. IRA - WFCS as Custodian Trust's 1320 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Mr. Wunderlich benefits from the shares held in his IRA account. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities in his IRA account. Pursuant to the Merger Agreement, 372 shares of the Madison Wunderlich Trust's 787 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Mr. Wunderlich is the trustee of the Madison Wunderlich Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity. Pursuant to the Merger Agreement, 372 shares of the Gary Wunderlich III Trust's 787 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Mr. Wunderlich is the trustee of the Gary Wunderlich III Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity. Pursuant to the Merger Agreement, 15,263 warrants of Mr. Wunderlich's 63,541 warrants received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Pursuant to the Merger Agreement, 412 warrants of the Wunderlich Children's Trust's 4854 warrants received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Pursuant to the Merger Agreement, all warrants of the Alvin Wunderlich, Jr. Grandchildren Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Pursuant to the Merger Agreement, all warrants of the Gary Wunderlich Jr. IRA - WFCS as Custodian Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Pursuant to the Merger Agreement, all warrants of the Madison Wunderlich Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Pursuant to the Merger Agreement, all warrants of the Gary Wunderlich III Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement. Gary K. Wunderlich 2017-07-06