UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 9)

 

ALTA EQUIPMENT GROUP INC.

(Name of Issuer)

 

Common stock, $0.0001 par value per share

(Title of Class of Securities)

 

02128L106

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

(818) 884-3737

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

 

April 29, 2022

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

 

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.

 

 

 

 

 

 

CUSIP No. 02128L 106
1   

NAME OF REPORTING PERSONS

B. Riley Financial, Inc.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) (b)

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

 AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

0

  8  

SHARED VOTING POWER

5,780,872

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

5,780,872

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,780,872

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.9%*

14.  

TYPE OF REPORTING PERSON

HC

 

* Based on (i) 32,363,376 shares of common stock, par value $0.0001 (the “Common Stock”), of Alta Equipment Group Inc. (the “Issuer”) outstanding as of March 29, 2022 as reported by the Issuer on its Form 10-K filed with the U.S. Securities and Exchange Commission on March 31, 2022 (the “10-K”).

  

2

 

 

CUSIP No. 02128L 106
1   

NAME OF REPORTING PERSONS

B. Riley Securities, Inc.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) (b)

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

 WC

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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

0

  8  

SHARED VOTING POWER

5,780,872

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

5,780,872

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,780,872

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.9%*

14.  

TYPE OF REPORTING PERSON

BD

 

* Based on (i) 32,363,376 shares of Common Stock of the Issuer outstanding as of March 29, 2022 as reported by the 10-K.

 

3

 

 

CUSIP No. 02128L 106
1   

NAME OF REPORTING PERSONS

Bryant R. Riley

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) (b)

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

 PF, AF

5  

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

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH
REPORTING

PERSON

WITH

  7   

SOLE VOTING POWER

653,454

  8  

SHARED VOTING POWER

5,780,872

  9  

SOLE DISPOSITIVE POWER

653,454

  10  

SHARED DISPOSITIVE POWER

5,780,872

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,434,326

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.9%*

14.  

TYPE OF REPORTING PERSON

IN

 

* Based on (i) 32,363,376 shares of Common Stock of the Issuer outstanding as of March 29, 2022 as reported by the 10-K.

 

4

 

 

This Amendment No. 9 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2019, as amended by Amendment No. 1 and Amendment No. 2 filed on February 24, 2020 and Amendment No. 3 filed on March 3, 2020 and Amendment No. 4 filed on March 17, 2020, Amendment No. 5 filed on March 11, 2021, and Amendment No. 6 filed on March 23, 2021, and Amendment No. 7 filed on October 28, 2021, and Amendment No. 8 filed on February 8, 2022 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Alta Equipment Group Inc., a Delaware corporation (the “Issuer or “Company”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

 

  (a) and (b)

 

  1. As of the date hereof, BRS beneficially owns directly 5,780,872 shares of Common Stock, representing 17.9% of the Issuer’s Common Stock.
     
  2. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS.
     
  3. Bryant R. Riley may be deemed to indirectly beneficially own 653,454 shares of Common Stock representing 2.0% of the Issuer’s Common Stock, of which (i) 624,596 shares are held jointly with his wife, Carleen Riley, and (ii) 24,610 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust, (iii) 1,062 shares are held as sole custodian for the benefit of Abigail Riley, (iv) 1,062 shares are held as sole custodian for the benefit of Charlie Riley, (v) 1,062 shares are held as sole custodian for the benefit of Eloise Riley, and (vi) 1,062 shares are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 5,780,872 shares of Common Stock, representing 17.9% of the Issuer’s Common Stock outstanding held directly by BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein. 

 

5

 

 

SIGNATURES

 

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

 

Dated: May 6, 2022

 

  B. RILEY FINANCIAL, INC.
   
  By: /s/ Bryant R. Riley 
  Name:  Bryant R. Riley 
  Title: Co-Chief Executive Officer
   
  B. RILEY SECURITIES, INC.
   
  By: /s/ Andrew Moore 
  Name: Andrew Moore
  Title: Chief Executive Officer
     
  BRYANT R. RILEY
   
  By: /s/ Bryant R. Riley 

 

6

 

 

SCHEDULE A

 

Executive Officers and Directors of B. Riley Financial, Inc.

 

Name and Position   Present Principal Occupation   Business Address   Citizenship
Bryant R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer
  Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Thomas J. Kelleher1
Co-Chief Executive Officer and Director
  Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Phillip J. Ahn
Chief Financial Officer and Chief Operating Officer
  Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Kenneth Young
President
  President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Alan N. Forman
Executive Vice President, General Counsel and Secretary
  Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc.   299 Park Avenue, 21st Floor
New York, NY 10171
  United States
Howard E. Weitzman
Senior Vice President and Chief Accounting Officer
  Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc.  

30870 Russell Ranch Rd

Suite 250

Westlake Village, CA 91362

  United States
Robert L. Antin2
Director
  Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Tammy Brandt
Director
  Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Robert D’Agostino
Director
  President of Q-mation, Inc., a supplier of software solutions   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Renée E. LaBran
Director
  Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Randall E. Paulson
Director
  Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Michael J. Sheldon
Director
  Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired  

11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025

 

  United States
Mimi Walters
Director
  U.S. Representative from California’s 45th Congressional District – Retired   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States
Mikel Williams
Director
  Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories   11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
  United States

 

 

1 As of the date hereof, Thomas J. Kelleher directly owned 15,000 shares of Common Stock. The aggregate purchase price of the 15,000 shares of Common Stock that were purchased by Thomas J. Kelleher with personal funds is approximately $153,678. Thomas J. Kelleher has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.
2 As of the date hereof, Robert L. Antin directly owned 44,025 shares of Common Stock. The aggregate purchase price of the 44,025 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $307,741. Robert L. Antin has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.

 

7

 

 

ANNEX I

 

Transactions within the Past 60 Days

 

 

Trade Date

  Transaction   Amount of Securities     Price per Share of Common Stock     Reporting Person
3/7/2022   Purchase     5,000     $ 11.999     B. Riley Securities, Inc.
3/8/2022   Purchase     2,109     $ 11.90     B. Riley Securities, Inc.
3/24/2022   Purchase     167,806     $ 12.28     B. Riley Securities, Inc.
3/24/2022   Purchase     18,589     $ 12.28     Bryant R. Riley
4/19/2022   Purchase     13,357     $ 11.4903     B. Riley Securities, Inc.
4/22/2022   Purchase     25,315     $ 11.4987     B. Riley Securities, Inc.
4/25/2022   Purchase     18,500     $ 11.3671     B. Riley Securities, Inc.
4/26/2022   Purchase     15,534     $ 11.3967     B. Riley Securities, Inc.
4/27/2022   Purchase     1,966     $ 11.40     B. Riley Securities, Inc.
4/28/2022   Purchase     17,447     $ 11.2573     B. Riley Securities, Inc.
4/29/2022   Purchase     50,506     $ 11.25     B. Riley Securities, Inc.

 

 

8

 

 

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