Item 5. |
Interest in Securities of the Issuer |
As a result of the Rippel Trust entering into the Reporting Person Rollover Agreement, as described in Item 4 above, the Reporting Persons may be deemed to
have formed a group pursuant to Rule 13d-5(b)(1) promulgated under the Act with Mr. Kahn and certain of his affiliates and related persons, Mr. Riley (the Chairman and Co-Chief Executive Officer of B. Riley), Mr. Laurence (a partner at Vintage Capital), and Vintage Capital, an affiliate of Kahn, as well as the following officers of the Issuer who have entered into additional
rollover and contribution agreements with Topco: Mr. Kenneth Todd Evans, Mr. Scott Harvey, Mr. Andrew F. Kaminsky, Mr. Jason Mattes, Ms. Tiffany McMillan-McWaters, Mr. Eric F. Seeton, and Mr. Thomas Will
(collectively, the Employee Rollover Parties); together with Kelleher Family Trust, Mr. Ondeck, the Survivors Trust under the Riley Family Trust and Mr. Paulson, who have also entered into rollover and contribution agreements.
Based on public filings, the Reporting Persons understand that (i) Brian Kahn may, directly or indirectly (including with respect to Vintage Capital), be deemed to beneficially own 12,231,350 shares of Common Stock, (ii) Mr. Riley
beneficially owns 1,804 shares of Common Stock, (iii) Mr. Laurence beneficially owns 573,482 shares of Common Stock, (iv) AFG is the beneficial owner and Great American is the owner of record of 686,115 shares of Common Stock,
(v) the Berding Parties beneficially own 184,875 shares of Common Stock, (vi) Mr. Haverkamp beneficially owns 1,887 shares of Common Stock, (vii) the Kelleher Family Trust owns 13,768 shares of Common Stock, (viii) the
Employee Rollover Parties beneficially own 283,703.12 shares of Common Stock, (ix) Mr. Ondeck beneficially owns 6,764 shares of Common Stock, (x) the Survivors Trust under the Riley Family Trust beneficially owns 12,216 shares of Common Stock
and (xi) Mr. Paulson beneficially owns 40,000 shares of Common Stock. Accordingly, to the extent the Reporting Persons are deemed to be a member of such group, the aggregate beneficial ownership of such group, including the
shares of Common Stock beneficially by the Reporting Persons, is equal to 14,217,431.12 shares of Common Stock, representing approximately 40.4% of the outstanding shares of Common Stock. The foregoing percentage is based on 35,187,771.51 shares of
Common Stock outstanding as of July 10, 2023, as reported by the Issuer in the definitive proxy statement filed by the Issuer with the Securities and Exchange Commission on July 14, 2023. The Reporting Persons disclaim beneficial ownership
of any shares of capital stock of the Issuer owned by the other members of such group.
(a) As of 4:00 p.m., Eastern Time, on August 10,
2023, the Reporting Persons beneficially owned 181,467 shares of Common Stock, representing approximately 0.52% of the Issuers Common Stock outstanding.
The calculation of the percentage of Common Stock beneficially owned by the Reporting Persons is based on 35,187,771.51 shares of Common Stock outstanding as
of July 10, 2023, as reported by the Issuer in the definitive proxy statement filed by the Issuer with the Securities and Exchange Commission on July 14, 2023.
(b) The Reporting Persons have sole voting and dispositive power over the shares of Common Stock set forth in Item 5(a) above.
(c) The Reporting Persons have not effected any transactions in the Common Stock in the 60 days prior to the date of this Schedule 13D.
(d) Except as otherwise described herein, no person other than the Reporting Persons are known to the Reporting Persons to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock referred to in this Schedule 13D.
(e) Not
applicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D hereby incorporates by reference the information set forth in Item 4 above.