SEC Form 4 · accession 0001615774-17-003525
BRC Group Holdings, Inc. · RILY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Kent Wunderlich Jr.
Director
Period of report
Jul 3, 2017
Accepted (ET)
Jul 6, 2017 · 7:17 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,F2,F3 | Jul 3, 2017 | A | 163,450 | — | A | 163,450 | D | |
| Common StockF1,F2,F4,F5 | Jul 3, 2017 | A | 9,707 | — | A | 9,707 | I | By Wunderlich Children's Trust |
| Common StockF1,F2,F6,F7 | Jul 3, 2017 | A | 3,086 | — | A | 3,086 | I | By Alvin Wunderlich, Jr. Grandchildren's Trust |
| Common StockF1,F2,F8,F9 | Jul 3, 2017 | A | 1,320 | — | A | 1,320 | I | By Gary Wunderlich Jr. IRA - WFCS as Custodian Trust |
| Common StockF1,F2,F10,F11 | Jul 3, 2017 | A | 787 | — | A | 787 | I | By Madison Wunderlich Trust |
| Common StockF1,F2,F12,F13 | Jul 3, 2017 | A | 787 | — | A | 787 | I | By Gary Wunderlich III Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F14 | $17.50 | Jul 3, 2017 | A | 63,541 | A | Jul 3, 2017 | Jul 3, 2022 | Common Stock | 63,541 | 63,541 | D |
| WarrantsF1,F2,F15,F5 | $17.50 | Jul 3, 2017 | A | 4,854 | A | Jul 3, 2017 | Jul 3, 2022 | Common Stock | 4,854 | 4,854 | I |
| WarrantsF1,F2,F16,F7 | $17.50 | Jul 3, 2017 | A | 574 | A | Jul 3, 2017 | Jul 3, 2022 | Common Stock | 574 | 574 | I |
| WarrantsF1,F2,F17,F9 | $17.50 | Jul 3, 2017 | A | 246 | A | Jul 3, 2017 | Jul 3, 2022 | Common Stock | 246 | 246 | I |
| WarrantsF1,F2,F18,F11 | $17.50 | Jul 3, 2017 | A | 147 | A | Jul 3, 2017 | Jul 3, 2022 | Common Stock | 147 | 147 | I |
| WarrantsF1,F2,F19,F13 | $17.50 | Jul 3, 2017 | A | 147 | A | Jul 3, 2017 | Jul 3, 2022 | Common Stock | 147 | 147 | I |
Explanation of responses
- F1On July 3, 2017, pursuant to the Merger Agreement, dated as of May 17, 2017, (the "Merger Agreement") by and among B. Riley Financial, Inc. ("B. Riley"), Foxhound Merger Sub, Inc., Wunderlich Investment Company, Inc. ("Wunderlich") and Stephen Bonnema, in his capacity as the Stockholder Representative, B. Riley paid approximately $36.6 million in cash, 2.0 million shares of common stock and 0.8 million warrants in aggregate consideration to holders of Wunderlich common and preferred stock, of which 0.39 million shares of B. Riley common stock and 0.17 million warrants were delivered to an escrow agent to be held pursuant to an escrow agreement entered into at closing by and among B. Riley, Wunderlich and Citibank, N.A., in its capacity as escrow agent (the "Escrow Agreement") in respect of certain potential post-closing claims and post-closing adjustment.
- F10Pursuant to the Merger Agreement, 372 shares of the Madison Wunderlich Trust's 787 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F11Mr. Wunderlich is the trustee of the Madison Wunderlich Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity.
- F12Pursuant to the Merger Agreement, 372 shares of the Gary Wunderlich III Trust's 787 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F13Mr. Wunderlich is the trustee of the Gary Wunderlich III Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity.
- F14Pursuant to the Merger Agreement, 15,263 warrants of Mr. Wunderlich's 63,541 warrants received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F15Pursuant to the Merger Agreement, 412 warrants of the Wunderlich Children's Trust's 4854 warrants received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F16Pursuant to the Merger Agreement, all warrants of the Alvin Wunderlich, Jr. Grandchildren Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F17Pursuant to the Merger Agreement, all warrants of the Gary Wunderlich Jr. IRA - WFCS as Custodian Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F18Pursuant to the Merger Agreement, all warrants of the Madison Wunderlich Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F19Pursuant to the Merger Agreement, all warrants of the Gary Wunderlich III Trust received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F2In connection with the issuance of the warrants, B. Riley entered into a warrant agreement with Continental Stock Transfer & Trust Company as warrant agent. The warrants entitle the holders thereof to acquire the same number of shares of B. Riley common stock as the number of warrants. Each share of B. Riley common stock acquired was valued at $14.67 per share and each warrant acquired was valued at $6.08 per warrant.
- F3Pursuant to the Merger Agreement, 36,308 shares of Gary K. Wunderlich, Jr.'s 163,450 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F4Pursuant to the Merger Agreement, 825 shares of the Wunderlich Children's Trust's 9707 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F5Mr. Wunderlich benefits from the Wunderlich Children's Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity.
- F6Pursuant to the Merger Agreement, 1457 shares of the Alvin Wunderlich, Jr. Grandchildren's Trust's 3086 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F7Mr. Wunderlich benefits from the Alvin Wunderlich, Jr. Grandchildren's Trust. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities owned by this entity.
- F8Pursuant to the Merger Agreement, 623 shares of the Gary Wunderlich Jr. IRA - WFCS as Custodian Trust's 1320 shares received as consideration were deposited into an escrow account to be held pursuant to the terms of the Escrow Agreement.
- F9Mr. Wunderlich benefits from the shares held in his IRA account. As such, Mr. Wunderlich may be deemed to have beneficial ownership of the securities in his IRA account.