0001683168-17-001499.txt : 20170605 0001683168-17-001499.hdr.sgml : 20170605 20170605160234 ACCESSION NUMBER: 0001683168-17-001499 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170605 DATE AS OF CHANGE: 20170605 GROUP MEMBERS: DANIEL ASHER GROUP MEMBERS: DJ FUND INVESTMENTS, LLC GROUP MEMBERS: FRED GOLDMAN GROUP MEMBERS: MICHAEL LAROCQUE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 270223495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84964 FILM NUMBER: 17891156 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER COMPANY: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DJ Fund Investments, LLC - Series E CENTRAL INDEX KEY: 0001628353 IRS NUMBER: 463799992 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 W. JACKSON BLVD. STREET 2: STE 2000 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312-692-5007 MAIL ADDRESS: STREET 1: 111 W. JACKSON BLVD. STREET 2: STE 2000 CITY: CHICAGO STATE: IL ZIP: 60604 SC 13D/A 1 briley_13da2.htm AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. 2 )*

 

 

B. Riley Financial, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

 

05580M 108

(CUSIP Number)

 

 

Fred Goldman

c/o Equitec Group LLC

111 W. Jackson Blvd., Suite 2000

Chicago, Illinois 60604

(312) 692-5007

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

June 2, 2017

(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 [ ].

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*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).

 

 

(Continued on following pages)

 

 

 

 

   
 

 

CUSIP No. 05580M 108

13D

Page 2 of 7 Pages

 

1 NAMES OF REPORTING PERSONS
  DJ Fund Investments, LLC – Series E; Tax ID No. 46-3799992
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                

(a) [X]

       (b) [_]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

0 Shares

8

SHARED VOTING POWER

2,000,000 Shares

9

SOLE DISPOSITIVE POWER

0 Shares

10

SHARED DISPOSITIVE POWER

2,000,000 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,000,000 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.24%

14

TYPE OF REPORTING PERSON (See Instructions)

PN

       

* This percentage is based upon 24,268,445 outstanding shares of Common Stock post-transaction with FBRC.

 

 

   
 

 

 

CUSIP No. 05580M 108

13D

Page 3 of 7 Pages

 

1 NAMES OF REPORTING PERSONS
  Daniel Asher
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             

(a) [X]

       (b) [_]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

OO, PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

349,882

8

SHARED VOTING POWER

2,000,000 Shares

9

SOLE DISPOSITIVE POWER

349,882

10

SHARED DISPOSITIVE POWER

2,000,000 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,349,882 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.68%

14

TYPE OF REPORTING PERSON (See Instructions)

IN

       

* This percentage is based upon 24,268,445 outstanding shares of Common Stock post transaction with FBRC.

 

 

   
 

 

 

 

CUSIP No. 05580M 108

13D

Page 4 of 7 Pages

 

1 NAMES OF REPORTING PERSONS
  Fred Goldman
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   

(a) [X]

             (b) [_]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

0 Shares

8

SHARED VOTING POWER

2,000,000 Shares

9

SOLE DISPOSITIVE POWER

0 Shares

10

SHARED DISPOSITIVE POWER

2,000,000 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,000,000 Shares*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.24%

14

TYPE OF REPORTING PERSON (See Instructions)

PN

       

* Mr. Goldman disclaims beneficial ownership of these Shares.

** * This percentage is based upon 24,268,445 outstanding shares of Common Stock post-transaction with FBRC.

 

 

 

   
 

 

 

CUSIP No. 05580M 108

13D

Page 5 of 7 Pages

 

1 NAMES OF REPORTING PERSONS
  Michael LaRocque
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   

(a) [X]

                 (b) [_]

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

0 Shares

8

SHARED VOTING POWER

2,000,000 Shares

9

SOLE DISPOSITIVE POWER

0 Shares

10

SHARED DISPOSITIVE POWER

2,000,000 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,000,000 Shares*

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.24%**

14

TYPE OF REPORTING PERSON (See Instructions)

PN

       

* Mr. LaRocque disclaims beneficial ownership of these Shares.

** * This percentage is based upon 24,268,445 outstanding shares of Common Stock post-transaction with FBRC.

 

 

 

   
 

 

Explanatory Note

 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 1”) is being filed jointly on behalf of DJ Fund Investments, LLC – Series E (“DJ Fund”), Daniel Asher, a member, and holder of less than 50% of the membership interests in DJ Fund, Fred Goldman, a manager of DJ Fund, and Michael LaRocque, a manager of DJ Fund (collectively, the “Reporting Persons” and each individually a “Reporting Person”) as an amendment to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on behalf of the Reporting Persons on July 12, 2016 (the “July 12th Schedule 13D”).

 

Item 1. Security and Issuer.

 

This statement relates to the common stock, par value $0.0001 per share (the “Common Stock”), of B. Riley Financial, Inc. (formerly Great American Group, Inc.), a Delaware corporation (the “Issuer”), whose principal executive offices are located at 21860 Burbank Boulevard, Suite 300 South, Woodland Hills, California.

 

Item 2. Change in Percentage Ownership

 

B. Riley Financial, Inc. acquired FBR & Co in a transaction that involved B. Riley issuing more common stock. The issuance of this stock reduced the percentages owned by the DJ Fund and Dan Asher.

 

 

 

 

 

 

 

 

 

 

 

 

 6 of 7 
 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 5, 2017

 

  DJ FUND INVESTMENTS, LLC - SERIES E
  By: Fred Goldman
  It’s Manager
   
  /s/ Daniel Asher                           
  DANIEL ASHER
   
  /s/ Fred Goldman                         
  FRED GOLDMAN
   
  /s/ Michael Larocque                  
  MICHAEL LAROCQUE

 

 

 

 

 

 

 

 

 

 

 

 

 Page 7 of 7