0001213900-20-041181.txt : 20201204 0001213900-20-041181.hdr.sgml : 20201204 20201204205422 ACCESSION NUMBER: 0001213900-20-041181 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201124 FILED AS OF DATE: 20201204 DATE AS OF CHANGE: 20201204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371165 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Opportunity Fund, LP CENTRAL INDEX KEY: 0001642765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371166 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Management GP, LLC CENTRAL INDEX KEY: 0001749420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371167 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-689-2220 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dialectic Antithesis Partners, LP CENTRAL INDEX KEY: 0001325552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371168 BUSINESS ADDRESS: STREET 1: 119 ROWAYTON AVENUE STREET 2: 2ND FLOOR CITY: NORWALK STATE: CT ZIP: 06853 BUSINESS PHONE: 212-230-3220 MAIL ADDRESS: STREET 1: 119 ROWAYTON AVENUE STREET 2: 2ND FLOOR CITY: NORWALK STATE: CT ZIP: 06853 FORMER NAME: FORMER CONFORMED NAME: DIALECTIC ANTITHESIS PARTNERS, LP DATE OF NAME CHANGE: 20081028 FORMER NAME: FORMER CONFORMED NAME: Dialectic Antithesis Partners L P DATE OF NAME CHANGE: 20050429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BR Dialectic Capital Management, LLC CENTRAL INDEX KEY: 0001704985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371169 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001658704 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371170 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY PRINCIPAL INVESTMENTS, LLC CENTRAL INDEX KEY: 0001776226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371171 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRF Finance Co., LLC CENTRAL INDEX KEY: 0001835164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371172 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD., SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 30870 RUSSELL RANCH RD., SUITE 250 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12471 FILM NUMBER: 201371173 MAIL ADDRESS: STREET 1: C/O B. RILEY FINANCIAL, INC. STREET 2: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: theMaven, Inc. CENTRAL INDEX KEY: 0000894871 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 680232575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1500 FOURTH AVENUE, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 775-600-2765 MAIL ADDRESS: STREET 1: 1500 FOURTH AVENUE, SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: THEMAVEN, INC. DATE OF NAME CHANGE: 20161209 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED SURGICAL SYSTEMS INC DATE OF NAME CHANGE: 19960725 3 1 ownership.xml X0206 3 2020-11-24 0 0000894871 theMaven, Inc. MVEN 0001464790 B. Riley Financial, Inc. 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks. 0001642765 BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks. 0001749420 BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks. 0001325552 Dialectic Antithesis Partners, LP 119 ROWAYTON AVENUE, 2ND FLOOR NORWALK CT 06853 0 0 0 1 See Remarks. 0001704985 BR Dialectic Capital Management, LLC 119 ROWAYTON AVENUE, 2ND FLOOR NORWALK CT 06853 0 0 0 1 See Remarks. 0001658704 B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks. 0001776226 B. RILEY PRINCIPAL INVESTMENTS, LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks. 0001835164 BRF Finance Co., LLC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks. 0001207269 RILEY BRYANT R 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 0 1 See Remarks. Series H Preferred Stock, par value $0.01 per share 0.33 2018-08-10 Common Stock, par value $0.01 per share 7575758 I By BRC Partners Opportunity Fund, LP Series H Preferred Stock, par value $0.01 per share 0.33 2018-08-10 Common Stock, par value $0.01 per share 2666667 I By Dialectic Antithesis Partners, LP Series H Preferred Stock, par value $0.01 per share 0.33 2018-08-10 Common Stock, par value $0.01 per share 2621212 I By B. Riley Principal Investments, LLC Series J Preferred Stock, par value $0.01 per share 0.70 Common Stock, par value $0.01 per share 1780000 I By BRC Partners Opportunity Fund, LP Series J Preferred Stock, par value $0.01 per share 0.70 Common Stock, par value $0.01 per share 21785714 I By B. Riley Principal Investments, LLC Series K Preferred Stock, par value $0.01 per share 0.40 Common Stock, par value $0.01 per share 8417500 I By BRF Finance Co., LLC Warrants to purchase Common Stock 1.00 2025-10-20 Common Stock, par value $0.01 per share 625000 I By B. Riley Principal Investments, LLC Warrants to purchase Common Stock 1.00 2025-10-20 Common Stock, par value $0.01 per share 250000 I By BRC Partners Opportunity Fund, LP 12% Senior Secured Subordinated Convertible Debentures 0.33 2020-12-31 Common Stock, par value $0.01 per share 4590067 I By BRC Partners Opportunity Fund, LP 12% Senior Secured Subordinated Convertible Debentures 0.33 2020-12-31 Common Stock, par value $0.01 per share 29929714 I By B. Riley Principal Investments, LLC 12% Senior Secured Subordinated Convertible Debentures 0.4 2020-12-31 Common Stock, par value $0.01 per share 285000 I By B. Riley Principal Investments, LLC 12% Senior Secured Subordinated Convertible Debentures 0.33 2020-12-31 Common Stock, par value $0.01 per share 1515152 I By Dialectic Antithesis Partners, LP In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 3 is being filed jointly by BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), Dialectic Antithesis Partners, LP, a Delaware limited partnership ("Dialectic"), BR Dialectic Capital Management, LLC, a Delaware limited liability company ("BR Dialectic"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Finance Co., LLC, a Delaware limited liability company ("BRF Finance") and Bryant Riley. 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 securities of the Issuer held by BRPLP. BR Dialectic is the general partner of, and an investment advisor to, Dialectic. BR Dialectic is a wholly-owned subsidiary of BRCM, and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to indirectly beneficially own the securities of the Issuer held by Dialectic. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held by BRPI. BRF Finance is a wholly-owned subsidiary of BRF. As a result, BRF may be deemed to indirectly beneficially own the securities of the Issuer held by BRF Finance. Bryant Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held by BRPLP, Dialectic, BRPI and BRF Finance. As a result, Bryant Riley may be deemed to indirectly beneficially own the securities of the Issuer held by BRPLP, Dialectic, BRPI and BRF Finance. Each Reporting Person expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such Reporting Person's pecuniary interest therein. The Issuer issued its Series H Convertible Preferred Stock, par value $0.01 per share (the "Series H Preferred Stock") at a stated value equal to $1,000 per share. The Series H Preferred Stock is convertible at the option of the holder, subject to a beneficial ownership limitation of 4.99%, at a rate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.33. The beneficial ownership limitation may be increased to up to 9.99% at the election of the applicable holder upon 60 days' prior notice to the Issuer. The Reporting Persons have not made this election in respect of the Series H Preferred Stock held by BRPLP, Dialectic and BRPI (as applicable) as of the date of this filing. The Series H Preferred Stock does not have an expiration date. The Issuer issued it Series J Convertible Preferred Stock, par value $0.01 per share (the "Series J Preferred Stock") at a stated value equal to $1,000 per share. The shares of Series J Preferred Stock reported herein are only convertible into shares of the Issuer's common stock, par value $0.01 (the "Common Stock"), if the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. Subject to the limitations on conversion described herein, the Series J Preferred Stock is convertible at a rate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.70. The Series J Preferred Stock does not have an expiration date. The Issuer issued its Series K Convertible Preferred Stock, par value $0.01 per share (the "Series K Preferred Stock") at a stated value equal to $1,000 per share. The shares of Series K Preferred Stock reported herein are only convertible into shares of Common Stock if the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. Subject to the limitations on conversion described herein, the Series K Preferred Stock is convertible at a rate equal to the stated value of $1,000 per share divided by an initial conversion price equal to $0.40. The Series K Preferred Stock does not have an expiration date. The warrants to purchase shares of Common Stock (the "Warrants") held by BRPI and BRPLP are exercisable on or prior to October 20, 2025 at an initial exercise price of $1.00 per share. The Warrants are only exercisable in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. The Warrants are also subject to a beneficial ownership limitation of 4.99%. The 12% Senior Secured Subordinated Convertible Debentures of the Issuer (the "Convertible Debentures") accrue interest at 12% per annum and mature on December 31, 2020. Principal and interest accrued on the Convertible Debentures are only convertible into shares of Common Stock in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. Subject to the limitations on conversion described herein, the Convertible Debentures are convertible into shares of Common Stock at the option of the Reporting Persons at any time prior to December 31, 2020 at a conversion price equal to (i) $0.33 per share in respect of the Convertible Debentures purchased on December 12, 2018 and currently held by BRPLP, BRPI and Dialectic and (ii) $0.40 per share in respect of the Convertible Debentures purchased on March 18, 2019 and currently held by BRPI. The Reporting Persons, together with 180 Degree Capital Corp. ("180"), may be deemed to be members of a Section 13(d) group that collectively owns more than 10% of the Issuer's voting securities. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer held or beneficially owned by 180 and its affiliates. B. RILEY FINANCIAL, INC., /s/ Bryant R. Riley, By: Bryant R. Riley, Its: Co-Chief Executive Officer 2020-12-04 BRC PARTNERS OPPORTUNITY FUND, LP, /s/ Bryant R. Riley, By: Bryant R. Riley, Its: Chief Investment Officer 2020-12-04 BRC PARTNERS MANAGEMENT GP, LLC, By: B. Riley Capital Management, LLC, Its: Sole Member, /s/ Bryant R. Riley, By: Bryant R. Riley, Its: Chief Executive Officer 2020-12-04 DIALECTIC ANTITHESIS PARTNERS, LP, By: BR Dialectic Capital Management, LLC , Its: General Partner, /s/ Bryant R. Riley, By: Bryant R. Riley , Its: Authorized Signatory 2020-12-04 BR DIALECTIC CAPITAL MANAGEMENT, LLC, /s/ Bryant R. Riley, By: Bryant R. Riley, Its: Chief Executive Officer 2020-12-04 B. RILEY CAPITAL MANAGEMENT, LLC, /s/ Bryant R. Riley, By: Bryant R. Riley, Its: Chief Executive Officer 2020-12-04 B. RILEY PRINCIPAL INVESTMENTS, LLC, /s/ Daniel Shribman, By: Daniel Shribman, Its: President 2020-12-04 BRF FINANCE CO., LLC, /s/ Daniel Shribman, By: Daniel Shribman, Its: Chief Investment Officer 2020-12-04 BRYANT R. RILEY, /s/ Bryant R. Riley, By: Bryant R. Riley 2020-12-04