SEC Form 4 · accession 0001615774-17-002945
BRC Group Holdings, Inc. · RILY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Hendrix
Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 8:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001464790
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 1, 2017 | A | 189,777 | $0.00 | A | 189,777 | D | |
| Common StockF2 | Jun 1, 2017 | A | 26,024 | $0.00 | A | 215,801 | D | |
| Common StockF3,F4 | Jun 1, 2017 | A | 43,402 | $0.00 | A | 259,203 | D | |
| Common Stock | Jun 1, 2017 | F | 10,607 | $14.70 | D | 248,596 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person acquired 189,777 shares of common stock of B. Riley Financial, Inc. ("B. Riley") in exchange for 282,828 shares of common stock of FBR & Co. ("FBR") held thereby at an exchange ratio of 0.671 in connection with the merger of FBR into BRC Merger Sub, LLC, a wholly owned subsidiary of B. Riley (the "Merger" ). The Merger was effected pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of March 15, 2017 and effective as of February 17, 2017 (the "Merger Agreement"), by and among FBR, B. Riley and BRC Merger Sub, LLC, and closed on June 1, 2017. Common stock of B. Riley had a closing market value of $14.70 per share on the effective date of the Merger.
- F2The Reporting Person acquired 26,024 shares of common stock of B. Riley in exchange for an option (the "Option") held thereby to purchase 65,000 shares of common stock of FBR. Pursuant to the Merger Agreement, the Option was converted into a number of shares of common stock of B. Riley equal to (i) the number of shares of common stock of FBR subject to the Option immediately prior to the effective time of the merger, multiplied by FBR's option spread (which is the difference between the closing price of a share of common stock of FBR on the trading day immediately prior to the effective time of the merger ($17.55) and the exercise price of the option), divided by (ii) the volume-weighted average price of a share of common stock of B. Riley for the ten trading day period ending on May 30, 2017 ($14.36).
- F3The Reporting Person acquired beneficial ownership of 43,402 shares of common stock of B. Riley in connection with the receipt of a restricted stock unit ("RSU") issued by B. Riley that settles in shares of common stock of B. Riley on certain dates through February 10, 2020, subject to the Reporting Person's continued employment with B. Riley and/or its subsidiaries. Pursuant to the Merger Agreement, the Reporting Person's 41,658 FBR RSUs were converted into B. Riley RSUs, with the number of shares of common stock of B. Riley subject to each such B. Riley RSU equal to the product (rounded to the nearest whole number) of (i) the number of shares of common stock of FBR subject to such FBR RSUs prior to the effective time, multiplied by (ii) the exchange ratio of 0.671.
- F4(continued from footnote 3) Pursuant to the Merger Agreement, the Reporting Person's 46,051 FBR performance stock units ("PSUs") were also converted into B. Riley RSUs, with the number of shares of common stock of B. Riley subject to such B. Riley RSUs equal to the product (rounded to the nearest whole number) of (i) the number of shares of common stock of FBR that would be earned based on the level of achievement that would result in 50% of the number of shares of common stock of FBR subject to the FBR PSU being earned, multiplied by (ii) the exchange ratio of 0.671. The acquired B. Riley RSUs will continued to be governed on the same terms and conditions as applied to the converted FBR RSUs or FBR PSUs, as applicable (except that performance-based vesting conditions will no longer apply to B. Riley RSUs acquired in respect of FBR PSUs).
- F5Represents shares of common stock of B. Riley withheld by the Company and remitted on behalf of the Reporting Person for payment of income taxes incurred for compensation received by the Reporting Person in connection with the issuance of shares of common stock of B. Riley resulting from the conversion of the Option.