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 BLVD.
SUITE 400

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SONIM TECHNOLOGIES INC [ SONM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2020
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)
Code V Amount (A) or (D) Price
Common Stock 06/09/2020 P 1,380,000(3) A $0.75 2,453,658 I By BRPLP(1)
Common Stock 1,139,085 D(4)
Common Stock 06/09/2020 P 146,667 A $0.75 146,667 I By Bryant R. Riley, as UTMA custodian for Susan Riley(1)(5)
Common Stock 06/09/2020 P 146,667 A $0.75 146,667 I By Bryant R. Riley, as UTMA custodian for Charlie Riley(1)(5)
Common Stock 06/09/2020 P 146,667 A $0.75 146,667 I By Bryant R. Riley, as UTMA custodian for Eloise Riley(1)(5)
Common Stock 06/09/2020 P 146,666 A $0.75 146,666 I By Bryant R. Riley, as UTMA custodian for Abigail Riley(1)(5)
Common Stock 06/09/2020 M 3,560,167(6) A $0.75 3,560,167 I By BRPI(1)
Common Stock 06/09/2020 M 4,666,667(7) A $0.75 7,120,325 I By BRPLP(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note (right to buy) $8.87 06/04/2020 S $3,500,000 04/09/2018 09/21/2022 Common Stock 410,469.03 (8) $6,251,388.89 I By BRPI(1)(8)
Convertible Promissory Note (right to buy) $8.87 06/04/2020 P $3,500,000 04/09/2018 09/21/2022 Common Stock 410,469.03 (8) $3,500,000 I By BRPLP(1)(8)
Convertible Promissory Note (right to buy) $0.75 06/09/2020 M(2)(9) $3,500,000 06/09/2020 09/21/2022 Common Stock 4,666,667 $0 0 I By BRPI(1)(9)
Convertible Promissory Note (right to buy) $0.75 06/09/2020 M(2)(9) $2,670,125.51 06/09/2020 09/21/2022 Common Stock 3,560,167 $0 0 I By BRPLP(1)(9)
1. Name and Address of Reporting Person*
B. Riley Financial, Inc.

(Last) (First) (Middle)
21255 BURBANK BLVD.
SUITE 400

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BRC Partners Opportunity Fund, LP

(Last) (First) (Middle)
11100 SANTA MONICA BLVD.
SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BRC Partners Management GP, LLC

(Last) (First) (Middle)
11100 SANTA MONICA BLVD
SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
B. RILEY CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)
11100 SANTA MONICA BLVD.
SUITE 800

(Street)
LOS ANGELES CA 90025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last) (First) (Middle)
21255 BURBANK BLVD,
SUITE 400

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RILEY BRYANT R

(Last) (First) (Middle)
21255 BURBANK BLVD,
SUITE 400

(Street)
WOODLAND HILLS CA 91367

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI") and Bryant R. Riley. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own securities of the Issuer held by BRPLP. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own securities of the Issuer held by BRPI. Bryant R. Riley is the Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF and, as a result, may be deemed to indirectly beneficially own securities of the Issuer held by BRF, BRPLP and BRPI. Each reporting person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of such person's pecuniary interest therein.
2. Kenneth M. Young, a member of the Board of Directors of the Issuer, is the President of BRF and the Chief Executive Officer of BRPI and was elected to the Board of Directors of the Issuer as a representative of BRF, BRPLP, BRPGP, BRCM, BRPI and Bryant R. Riley. As a result, Kenneth M. Young is a director by deputization for Section 16 purposes.
3. On June 9, 2020, BRPLP acquired these shares of Issuer common stock in the Issuer's underwritten public offering of common stock (the "Public Offering").
4. Represents shares of Issuer common stock owned directly by BRF
5. Represents shares of Issuer common stock owned indirectly by Bryant R. Riley as custodian for his children.
6. On June 9, 2020, BRPI was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note (as defined below) at a conversion price of $0.75 per share. See Note 9.
7. On June 9, 2020, BRPLP was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note at a conversion price of $0.75 per share. See Note 9.
8. On June 4, 2020, BRPI sold to BRPLP a $3,500,000 participation in the Convertible Promissory Note, dated April 9, 2018, as amended (the "Convertible Promissory Note") for $3,500,000 in cash.
9. On June 1, the Issuer and BRPI entered into an amendment to the Convertible Promissory Note pursuant to which the Issuer agreed that, contingent upon the completion of the Public Offering, the Convertible Promissory Note would be extinguished for (i) the payment of $4,000,000 in cash and (2) a number of shares of Issuer common stock determined by dividing the remaining principal amount and accrued interest by the price to be determined in the Public Offering. The Public Offering closed on June 9, 2020 at a price per share of Issuer common stock of $0.75. As a result of the amendment of the Convertible Promissory Note and the completion of the Public Offering, each of BRPI and BRPLP were deemed to have disposed to the Issuer their respective portions of the derivate security represented by the Convertible Promissory Note in exchange for the issuance by the Issuer of a derivative security represented by the Convertible Promissory Note as amended to reflect the $0.75 conversion price, which security was immediately thereafter converted for the underlying shares of Issuer common stock.
Remarks:
Certain of these reported transactions are subject to disgorgement of profits under Section 16(b) of the Securities Exchange Act of 1934. The reporting persons have remitted the full amount of recoverable profits to the Issuer.
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 06/29/2020
BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer 06/29/2020
BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 06/29/2020
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 06/29/2020
B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer 06/29/2020
/s/ Bryant R. Riley 06/29/2020
** 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).
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