SEC Form 4 · accession 0001615774-16-006172
UNITED ONLINE INC · UNTD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bryant R Riley
10% Owner
B. Riley & Co., LLC
10% Owner
World Funds Trust
10% Owner
B. Riley Financial, Inc.
10% Owner
BRC Partners Opportunity Fund, LP
10% Owner
B. RILEY CAPITAL MANAGEMENT, LLC
10% Owner
Period of report
Jul 1, 2016
Accepted (ET)
Jul 1, 2016 · 9:11 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001142701
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1,F3,F4 | Jul 1, 2016 | S$0 | 659,283 | — | D | 0 | I | See notes |
| Common StockF2,F5,F4 | Jul 1, 2016 | S$0 | 21,203 | — | D | 0 | I | See notes |
| Common StockF8,F6,F4 | Jul 1, 2016 | J | 734,434 | — | D | 0 | I | See notes |
| Common StockF2,F7 | Jul 1, 2016 | S$0 | 2,750 | — | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by BRC Partners Opportunity Fund, LP ("BPOF"), B. Riley Diversified Equity Fund (the "Mutual Fund"), B. Riley Capital Management, LLC ("BRCM"), B. Riley & Co., LLC ("BRC"), Bryant R. Riley and B. Riley Financial, Inc. ("BRF") (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the outstanding shares of Common Stock, par value $0.0001 per share ("United Common Stock"), of United Online, Inc., a Delaware corporation ("United" or the "Issuer"), reported herein except to the extent of his or its pecuniary interest therein.
- F2In connection with the merger of Unify Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"), with and into United Online, Inc. ("United"), on July 1, 2016, pursuant to the Agreement and Plan of Merger, dated May 4, 2016 (the "Merger Agreement"), by and among BRF, Merger Sub and United, shares of United Common Stock held by the Reporting Persons (except as described in footnote 8) were canceled and converted into the right to receive $11.00 per share in cash, subject to applicable tax withholding.
- F3Represents an aggregate 659,283 shares of United Common Stock owned directly by BPOF.
- F4BRCM serves as the investment manager and general partner of BPOF, and as the investment advisor to the Mutual Fund and of certain separately managed accounts (the "Separately Managed Accounts"). BRF is the parent company of BRCM and BRC. By virtue of these relationships, each of BRCM and BRF may be deemed to beneficially own the shares of United Common Stock owned directly by BPOF and the Mutual Fund and held in the Separately Managed Accounts, and BRF may also be deemed to beneficially own the Shares owned directly by BRC.
- F5Represents 21,203 shares of United Common Stock owned directly by the Mutual Fund.
- F6Represents 734,434 shares of United Common Stock owned directly by BRC.
- F7Represents 2,750 shares of United Common Stock owned directly by Bryant R. Riley.
- F8Pursuant to the terms of the Merger Agreement, the shares of United Common Stock held by BRC were canceled for no consideration.