UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
QUANTUM CORPORATION
(Name of Issuer)
Common stock, $0.01 par value per share
(Title of Class of Securities)
747906501
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90045
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 4, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 747906501 | ||||||
1 | NAME OF REPORTING PERSONS B. Riley Financial, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 8,547,611 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 8,547,611 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,547,611 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.6%* | |||||
14. | TYPE OF REPORTING PERSON HC |
* | Percent of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on Form 424B2 filed with the Securities and Exchange Commission on February 4, 2021 (the “prospectus supplement”). |
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CUSIP No. 747906501 | ||||||
1 | NAME OF REPORTING PERSONS B. Riley Capital Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 2,558,511 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 2,558,511 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,558,511 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%* | |||||
14. | TYPE OF REPORTING PERSON IA |
* | Percent of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement. |
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CUSIP No. 747906501 | ||||||
1 | NAME OF REPORTING PERSONS BRC Partners Management GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 2,558,511 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 2,558,511 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,558,511 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%* | |||||
14. | TYPE OF REPORTING PERSON OO |
* | Percent of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement. |
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CUSIP No. 747906501 | ||||||
1 | NAME OF REPORTING PERSONS BRC Partners Opportunity Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 2,558,511 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 2,558,511 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,558,511 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%* | |||||
14. | TYPE OF REPORTING PERSON PN |
* | Percent of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement. |
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CUSIP No. 747906501 | ||||||
1 | NAME OF REPORTING PERSONS B. Riley Securities, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 5,989,100 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 5,989,100 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,100 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0%* | |||||
14. | TYPE OF REPORTING PERSON BD |
* | Percent of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement. |
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CUSIP No. 747906501 | ||||||
1 | NAME OF REPORTING PERSONS Bryant R. Riley | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS PF, AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 95,740 | ||||
8 | SHARED VOTING POWER 8,547,611 | |||||
9 | SOLE DISPOSITIVE POWER 95,740 | |||||
10 | SHARED DISPOSITIVE POWER 8,547,611 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,643,351 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8%* | |||||
14. | TYPE OF REPORTING PERSON IN |
* | Percent of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement. |
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Preliminary Statement:
This Amendment No. 2 (the “Amendment”) hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2020, as amended by Amendment No. 1 to Scheduled 13D, filed with the SEC on April 28, 2020 (as so amended, the “Schedule 13D”), relating to shares of Common Stock of Quantum Corporation, a Delaware corporation (the “Issuer” or “Company”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as otherwise described herein, the information contained in the Schedule 13D remains in effect.
ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D is being filed by the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
(1) | B. Riley Financial, Inc. (“BRF”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRF is serving as a holding company. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the executive officers and directors of BRF. To the best of BRF’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required to be disclosed herein. |
(2) | BRC Partners Opportunity Fund, L.P. (“BRPLP”) is a Delaware limited partnership with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRPLP is investing in securities. |
(3) | B. Riley Capital Management, LLC (“BRCM”) is a New York limited liability company with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRCM is acting as a registered investment advisor to various clients, including BRPLP. |
(4) | BRC Partners Management GP, LLC (“BRPGP”) is a Delaware limited liability company with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRPGP is serving as a general partner of hedge funds. |
(5) | B. Riley Securities, Inc. (“BRS”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRS is serving as a broker dealer. |
(6) | The address of the business office of Bryant R. Riley is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. Bryant R. Riley, an individual, is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. |
During the last five years, none of the Reporting Persons nor any person listed on Schedule A have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended to add the following:
On February 4, 2021, the Issuer reported on Form 424B2 a change in the total shares of common stock outstanding, resulting in a reportable change in the ownership percentage of the Reporting Persons.
ITEM 5. | INTEREST OF SECURITIES OF THE ISSUER. |
Item 5, Sections (a) and (b) of the Schedule 13D, and Schedules A and B are hereby amended and restated as follows:
(a) - (b)
1. As of the date hereof, BRPLP beneficially owned directly 2,558,511 shares of Common Stock representing 4.7% of the Issuer’s Common Stock, and BRS beneficially owned directly 5,989,100 shares of Common Stock, representing 11.0% of the Issuer’s Common Stock.
2. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP.
3. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS.
4. Bryant R. Riley may beneficially own 95,740 shares of Common Stock representing 0.2% of the Issuer’s Common Stock, of which (i) 10,199 shares are held as sole custodian for the benefit of Abigail Riley, (ii) 10,199 shares are held as sole custodian for the benefit of Charlie Riley, (iii) 10,198 shares are held as sole custodian for the benefit of Eloise Riley, (iv) 10,200 shares are held as sole custodian for the benefit of Susan Riley, and (v) 54,944 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust. Bryant R. Riley may also beneficially own the 8,547,611 shares of Common Stock, representing 15.6% of the Issuer’s Common Stock, held directly by BRF, BRPLP or BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRF, BRPLP and BRS, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein.
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer it does not directly own or control. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person’s pecuniary interest therein.
As of the date hereof, each of BRPLP, BRPGP, BRCM and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRPLP.
As of the date hereof, each of BRS and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRS.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit No. | Description | |
1* | Joint Filing Agreement by and among the Reporting Persons |
* | Filed herewith and replaces Exhibit 1 filed with the Schedule 13D filed with the Securities and Exchange Commission on April 28, 2020. |
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2021
B. RILEY FINANCIAL, INC. | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Co-Chief Executive Officer | |
B. RILEY CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Executive Officer | |
BRC PARTNERS MANAGEMENT GP, LLC | ||
By: | B. Riley Capital Management, LLC, its sole member | |
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Executive Officer | |
BRC PARTNERS OPPORTUNITY FUND, L.P. | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Investment Officer | |
B. RILEY SECURITIES, INC. | ||
By: | /s/ Andrew Moore | |
Name: | Andrew Moore | |
Title: | Chief Executive Officer | |
BRYANT R. RILEY | ||
By: | /s/ Bryant R. Riley |
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SCHEDULE A
Executive Officers and Directors of B. Riley Financial, Inc.
Name and Position | Present Principal Occupation | Business Address | Citizenship | |||
Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer |
Chief Investment Officer of BRC Partners Opportunity Fund, LP; Chief Executive Officer of B. Riley Capital Management, LLC; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. |
11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
Thomas J. Kelleher Co-Chief Executive Officer and Director |
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; and President of B. Riley Capital Management, LLC. |
11100 Santa Monica Blvd. |
United States | |||
Phillip J. Ahn Chief Financial Officer and Chief Operating Officer |
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
Kenneth Young President |
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC |
11100 Santa Monica Blvd. |
United States | |||
Alan N. Forman |
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. | 299 Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
Howard E. Weitzman Senior Vice President and Chief Accounting Officer |
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
Daniel Shribman1 Chief Investment Officer |
Chief Investment Officer of B. Riley Financial, Inc.; and President of B. Riley Principal Investments, LLC |
299 Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
Robert L. Antin2 Director |
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals |
11100 Santa Monica Blvd. |
United States | |||
Robert D’Agostino3 Director |
President of Q-mation, Inc., a supplier of software solutions |
11100 Santa Monica Blvd. |
United States | |||
Randall E. Paulson Director |
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm. |
11100 Santa Monica Blvd. |
United States | |||
Michael J. Sheldon Director |
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired |
11100 Santa Monica Blvd. |
United States | |||
Mimi K. Walters Director |
U.S. Representative from California’s 45th Congressional District – Retired |
11100 Santa Monica Blvd. |
United States | |||
Mikel Williams Director |
Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories |
11100 Santa Monica Blvd. |
United States |
1 | As of the close of business on the date hereof, Daniel Shribman directly owned 95,238 shares of Common Stock. The aggregate purchase price of the 95,238 shares of Common Stock that were purchased by Mr. Shribman with personal funds is approximately $200,000. Mr. Shribman has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
2 | As of the close of business on the date hereof, Robert Antin directly owned 30,915 shares of Common Stock. The aggregate purchase price of the 30,915 shares of Common Stock that were purchased by Mr. Antin with personal funds is approximately $77,288. Mr. Antin has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
3 | As of the close of business on the date hereof, Robert D’Agostino directly owned 40,739 shares of Common Stock. The aggregate purchase price of the 40,739 shares of Common Stock that were purchased by Mr. D’Agostino with personal funds is approximately $81,228. Mr. D’Agostino has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Quantum Corporation, a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Dated: February 8, 2021
B. RILEY FINANCIAL, INC. | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Co-Chief Executive Officer | |
B. RILEY CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Executive Officer | |
BRC PARTNERS MANAGEMENT GP, LLC | ||
By: | B. Riley Capital Management, LLC, its sole member | |
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Executive Officer | |
BRC PARTNERS OPPORTUNITY FUND, L.P. | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Investment Officer | |
B. RILEY SECURITIES, INC. | ||
By: | /s/ Andrew Moore | |
Name: | Andrew Moore | |
Title: | Chief Executive Officer | |
BRYANT R. RILEY | ||
By: | /s/ Bryant R. Riley | |