FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Great American Group, Inc. [ GAMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/18/2014 | J(2) | 3,751,264 | A | $0(2) | 3,753,285 | D | |||
Common Stock(1) | 06/18/2014 | J(3) | 3,437 | D | $0(3) | 0 | I | By B. Riley and Co., LLC(3) | ||
Common Stock(1) | 05/19/2014 | P | 200,000 | A | $5 | 200,000 | I | By the Robert Antin Children Irrevocable Trust(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
2. The Reporting Person acquired 3,751,264 shares of common stock of Great American Group, Inc. in exchange for 1342.45 shares of common stock of B. Riley and Co. Inc. and 100% of the membership interests in Riley Investment Management LLC and B. Riley and Co. Holdings, LLC in connection with the acquisition of such entities by Great American Group, Inc. (the "Acquisition"). The Acquisition was effected pursuant to an acquisition agreement (the "Acquisition Agreement"), which was entered into on May 19, 2014, and placed a value on Great American Group, Inc.'s common stock of $5.00 per share. On June 18, 2014, the effective date of the first closing of the Acquisition, the closing price of Great American Group, Inc.'s common stock was $8.40 per share. Of the 3,751,264 shares issued to the Reporting Person in the Acquisition, 628,727 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the first closing of the Acquisition to serve as security for the indemnification obligations of the Reporting Person and the acquired entities pursuant to the Acquisition Agreement and any downward adjustment to the acquisition consideration as a result of the final working capital adjustment provided for in the Acquisition Agreement. |
3. Shares were beneficially owned by B. Riley and Co., LLC, a wholly owned subsidiary of B. Riley and Co. Inc., and by the Reporting Person, as Chairman and majority indirect owner of B. Riley and Co., LLC. Effective upon the consummation of the Acquisition, B. Riley and Co., LLC became a wholly owned indirect subsidiary of Great American Group, Inc. and, as a result, all such shares were retired. |
4. Held of record by the Robert Antin Children Irrevocable Trust Dtd 1/1/01 (the "Trust"). Mr. Riley, as Trustee may be deemed to beneficially own the shares held by the Trust. |
Bryant R. Riley | 06/20/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |