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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
B. Riley Financial, Inc. 21255 BURBANK BLVD. SUITE 400 WOODLAND HILLS, CA 91367 |
X | |||
BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA 90025 |
X | |||
BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA 90025 |
X | |||
B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA 90025 |
X | |||
B. Riley FBR, Inc. 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA 90025 |
X |
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer | 01/02/2019 | |
**Signature of Reporting Person | Date | |
BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer | 01/02/2019 | |
**Signature of Reporting Person | Date | |
BRC Partners Management GP, LLC., by: /s/ Bryant R. Riley, Chief Executive Officer of B. Riley Capital Management, LLC, its sole member | 01/02/2019 | |
**Signature of Reporting Person | Date | |
B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer | 01/02/2019 | |
**Signature of Reporting Person | Date | |
B. Riley FBR, Inc., by: /s/ Andy Moore, Chief Executive Officer | 01/02/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), and B. Riley FBR, Inc., a Delaware corporation ("BRFBR") (collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Class A Common Stock, par value $0.01 per share ("Common Stock"), of Select Interior Concepts, Inc., a Delaware corporation (the "Issuer"), reported herein except to the extent of its pecuniary interest therein. |
(2) | BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRF is the parent company of BRFBR. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFBR. |
(3) | Represents shares of Common Stock owned directly by BRFBR. |
(4) | Certain of these transactions may be matchable transactions under Section 16(b) of the Exchange Act in connection with market making activities. The reporting person will disgorge the full amount of any recoverable profits to the Issuer. |
(5) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.00 to $6.60, inclusive. The Filing Persons reporting person undertakes to provide to the Commission, upon request, full information regarding the number of shares sold at each separate price. |
(6) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.59 to $7.50, inclusive. The Filing Persons reporting person undertakes to provide to the Commission, upon request, full information regarding the number of shares sold at each separate price. |
(7) | Represents shares of Common Stock transferred from BRPLP to BRFBR in consideration for BRFBR's in-kind redemption of its investment in BRPLP. |
(8) | Represents shares of Common Stock owned directly by BRPLP. |