SEC FORM 4

SEC Form 4

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^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

21255 BURBANK BOULEVARD

SUITE 400

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALTA EQUIPMENT GROUP INC. [ ALTG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2020		P⁽⁴⁾		685,000	A	⁽⁴⁾	4,861,248	I	See notes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/14/2020		J⁽⁵⁾		36,054	A	⁽⁵⁾	4,897,302	I	See notes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/14/2020		S⁽⁶⁾		370,000	D	⁽⁶⁾	4,527,302	I	See notes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/14/2020		J⁽⁶⁾		19,473	D	⁽⁶⁾	4,507,829	I	See notes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/14/2020		P⁽⁷⁾		2,500,000	A	⁽⁷⁾	7,007,829	I	See notes⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	02/14/2020		P⁽⁴⁾		100,000	A	⁽⁴⁾	7,107,829	I	See notes⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	02/14/2020		J⁽⁹⁾		178,947	D	⁽⁹⁾	6,928,882	I	See notes⁽¹⁾⁽²⁾⁽¹⁰⁾
Common Stock	02/14/2020		J⁽⁹⁾		1,470,855	D	⁽⁹⁾	5,458,027	I	See notes⁽¹⁾⁽²⁾⁽¹⁰⁾
Common Stock	02/14/2020		J⁽¹¹⁾		279,592	D	⁽¹¹⁾	5,178,435	I	See notes⁽¹⁾⁽²⁾⁽¹⁰⁾
Common Stock	02/14/2020		J⁽¹¹⁾		186,395	D	⁽¹¹⁾	4,992,040	I	See notes⁽¹⁾⁽²⁾⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$11.5	02/14/2020		J⁽⁵⁾		256,875		⁽¹²⁾	⁽¹³⁾	Common Stock	256,875	⁽⁵⁾	512,325	I	See notes⁽¹⁾⁽²⁾⁽³⁾
Warrants (right to buy)	$11.5	02/14/2020		J⁽⁶⁾			138,750	⁽¹²⁾	⁽¹³⁾	Common Stock	138,750	⁽⁶⁾	373,575	I	See notes⁽¹⁾⁽²⁾⁽³⁾
Warrants (right to buy)	$11.5	02/14/2020		J⁽⁷⁾		1,250,000		⁽¹²⁾	⁽¹³⁾	Common Stock	1,250,000	⁽⁷⁾	1,623,575	I	See notes⁽¹⁾⁽²⁾⁽⁸⁾
Warrants (right to buy)	$11.5	02/14/2020		J⁽⁹⁾			1,250,000	⁽¹²⁾	⁽¹³⁾	Common Stock	1,250,000	⁽⁹⁾	373,575	I	See notes⁽¹⁾⁽²⁾⁽⁸⁾
Warrants (right to buy)	$11.5	02/14/2020		J⁽⁹⁾			25,000	⁽¹²⁾	⁽¹³⁾	Common Stock	25,000	⁽⁹⁾	348,575	I	See notes⁽¹⁾⁽²⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

21255 BURBANK BOULEVARD

SUITE 400

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

B. Riley Principal Sponsor Co., LLC

(Last)

(First)

(Middle)

299 PARK AVENUE

21ST FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

B. RILEY CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BRC Partners Management GP, LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BRC Partners Opportunity Fund, LP

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

B. Riley FBR, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD

SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last)

(First)

(Middle)

21255 BURBANK BOULEVARD

SUITE 400

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), and B. Riley FBR, Inc., a Delaware corporation ("BRFBR" and collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock") of Alta Equipment Group Inc., a Delaware corporation (the "Issuer" or the "Company"), reported herein except to the extent of its pecuniary interest therein.

2. BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP, and 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. BRF is the parent company of BRFBR and the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by BRFBR and the Sponsor. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRPI.

3. Represents shares of Common Stock or warrants held directly by BRPLP.

4. As previously disclosed, on December 12, 2019, the Company entered into certain subscription agreements (the "Subscription Agreements") with institutional and accredited investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $35,000,000 of the Company's shares of common stock at a price of $10.00 per share, or an aggregate of 3,500,000 shares of common stock. As previously disclosed, BRPLP and BRPI are among the PIPE investors.

5. As an inducement to enter into the subscription agreements, and upon the consummation of the business combination, the PIPE investors (other than BRPI) received an aggregate of 178,947 incentive shares and an aggregate of 1,275,000 of the Company's warrants.

6. On February 12, 2020, the Company entered into securities purchase agreements (the "Securities Purchase Agreements") with BRPLP and certain PIPE investors, which include Zachary E. Savas and Andrew Studdert, two of the members of the Company's board of directors, pursuant to which such PIPE investors have agreed to purchase from BRPLP an aggregate of 370,000 of the shares of common stock BRPLP subscribed to purchase at a price of $10.00 per share, or $3,700,000, and pursuant to which such PIPE investors will receive an additional 19,473 shares of common stock (each, an "incentive share") and 138,750 warrants to purchase shares of common stock (each, an "incentive warrant") from BRPLP in the aggregate.

7. Immediately prior to the closing, pursuant to the forward purchase agreement, dated as of April 8, 2019 (the "Forward Purchase Agreement"), by and between the Company and BRPI, the Company issued to BRPI 2,500,000 shares of common stock for $10.00 per share, for an aggregate purchase price of $25,000,000, plus 1,250,000 warrants.

8. Represents shares of Common Stock or warrants held directly by BRPI.

9. Immediately prior to the Closing, in connection with the Subscription Agreements, the Sponsor forfeited 178,947 shares of common stock to the Company for cancellation for no consideration, and BRPI and the Sponsor transferred an aggregate of 1,275,000 warrants to the Company for no consideration. In addition, immediately prior to the Closing, the Sponsor forfeited to the Company for cancellation for no consideration an aggregate of 1,470,855 additional shares of common stock.

10. Represents shares of Common Stock or warrants held directly by the Sponsor.

11. Represents shares of Common Stock sent in a pro rata distribution by the Sponsor to certain of its members in connection with the business combination.

12. The warrants will become exercisable on April 11, 2020, which is 12 months from the closing of the initial public offering of the Issuer.

13. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as further described in the Prospectus.

Remarks:

On February 14, 2020 (the "Closing Date"), Alta Equipment Group Inc. (formerly known as B. Riley Principal Merger Corp.), a Delaware corporation (the "Company"), consummated its previously announced acquisition of Alta Equipment Holdings, Inc., a Michigan corporation ("Alta"), pursuant to the Agreement and Plan of Merger, dated as of December 12, 2019 (the "Merger Agreement"), by and among the Company, BR Canyon Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), Alta and Ryan Greenawalt. The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." Upon the consummation of the Business Combination, Merger Sub merged with and into Alta, with Alta surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company. In connection with the closing of the Business Combination (the "Closing"), the Company changed its name from "B. Riley Principal Merger Corp." to "Alta Equipment Group Inc." and its ticker from "BRPM" to "ALTG." Certain of these transactions are matchable transactions under Section 16(b) of the Exchange Act. The Reporting Persons will disgorge the full amount of any recoverable profits to the Issuer.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	02/19/2020
	B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer	02/19/2020
	B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer	02/19/2020
	BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer	02/19/2020
	BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer	02/19/2020
	B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer	02/19/2020
	B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer	02/19/2020
	** Signature of Reporting Person	Date
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