SC 13D/A 1 p20-0227sc13da.htm B. RILEY FINANCIAL, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

B. Riley Financial, Inc.

(f/k/a Great American Group, Inc.)

(Name of Issuer)
 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

05580M108

(CUSIP Number)
 

Elliott Investment Management, L.P.

40 West 57th Street

New York, NY 10019

 

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

January 21, 2020

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 4 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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 (however, see the Notes).

 

CUSIP No. 05580M108Schedule 13D/APage 2 of 4 Pages

 

1

NAME OF REPORTING PERSON

Elliott Investment Management L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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

1,301,036

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

1,301,036

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,301,036

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.99%

14

TYPE OF REPORTING PERSON

PN, IA

         

 

 

CUSIP No. 05580M108Schedule 13D/APage 3 of 4 Pages

 

 

The following constitutes Amendment No. 7 to the Schedule 13D ("Amendment No. 7").  This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 is hereby amended and restated as follows:
 
  The aggregate purchase price of the shares of Common Stock reported herein is approximately $6,224,750.
   
  The Reporting Person may effect purchases of the shares of Common Stock through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies.  Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.  Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock.
   
Item 5. PURPOSE OF TRANSACTION
   
Item 5 is hereby amended and restated as follows:
   
(a)        See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person. The aggregate percentage of the shares of Common Stock reported beneficially owned by the Reporting Person is based upon approximately 26,970,000 shares of Common Stock outstanding on January 21, 2020 (as the Reporting Person was informed by the Issuer) and assumes the settlement of the transaction disclosed in Item 5(c).
 
(b)        See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
 
(c)        On January 21, 2020, subsidiaries of the Elliott Funds agreed to sell 880,000 shares of Common Stock to the Issuer at a price of $24.4725 per share in a privately negotiated transaction.
 
(d)        No persons other than the Elliott Funds and EIM 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 beneficially owned by EIM.
 
(e)        January 21, 2020.

 

 

CUSIP No. 05580M108Schedule 13D/APage 4 of 4 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: January 23, 2020

 

Elliott Investment Management L.P.    
     
/s/ Elliot Greenberg    
Name:  Elliot Greenberg    
Title:    Vice President