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