Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Sonim Technologies, Inc. |
(Name of Issuer)
| Common Stock, par value $0.001 |
(Title of Class of Securities)
| 83548F101 |
(CUSIP Number)
|
Bryant R. Riley B. Riley Financial, Inc. 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA 90025 (818) 884-3737 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| March 11, 2021 |
(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. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 (however, see the Notes).
| CUSIP No. 83548F101 | 13D |
| 1 |
Names of Reporting Persons
B. Riley Financial, Inc. | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds (See Instructions)
WC, AF | ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to item 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
1,139,085 |
| 8 |
Shared Voting Power
9,300,492 | |
| 9 |
Sole Dispositive Power
1,139,085 | |
| 10 |
Shared Dispositive Power
9,300,492 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,439,577 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
15.7%* |
| 14 |
Type of Reporting Person (See Instructions)
HC |
| * | Percent of class is calculated based on 66,310,867 shares of common stock, par value $0.01 (the “Common Stock” or “Shares”), of Sonim Technologies, Inc. (the “Issuer”) outstanding as of December 31, 2020 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021 (the “8-K”). |
2
| CUSIP No. 83548F101 | 13D |
| 1 |
Names of Reporting Persons
B. Riley Capital Management, LLC | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds (See Instructions)
AF | ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to item 2(d) or 2(e) ☐
| ||
| 6 |
Citizenship or Place of Organization
New York | ||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
5,740,325 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
5,740,325 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,740,325 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
8.7%* |
| 14 |
Type of Reporting Person (See Instructions)
IA |
| * | Percent of class is calculated based on 66,310,867 shares of Common Stock of the Issuer outstanding as of December 31, 2020 as reported in the 8-K. |
3
| CUSIP No. 83548F101 | 13D |
| 1 |
Names of Reporting Persons
BRC Partners Management GP, LLC | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds (See Instructions)
AF | ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to item 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
5,740,325 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
5,740,325 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,740,325 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
8.7%* |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| * | Percent of class is calculated based on 66,310,867 shares of Common Stock of the Issuer outstanding as of December 31, 2020 as reported in the 8-K. |
4
| CUSIP No. 83548F101 | 13D |
| 1 |
Names of Reporting Persons
BRC Partners Opportunity Fund, LP | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds (See Instructions)
WC | ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to item 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
5,740,325 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
5,740,325 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,740,325 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
8.7% |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| * | Percent of class is calculated based on 66,310,867 shares of Common Stock of the Issuer outstanding as of December 31, 2020 as reported in the 8-K. |
5
| CUSIP No. 83548F101 | 13D |
| 1 |
Names of Reporting Persons
B. Riley Principal Investments, LLC | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds (See Instructions)
WC | ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to item 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
3,560,167 | |
| 9 |
Sole Dispositive Power
0 | |
| 10 |
Shared Dispositive Power
3,560,167 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,560,167 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
5.4% |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| * | Percent of class is calculated based on 66,310,867 shares of Common Stock of the Issuer outstanding as of December 31, 2020 as reported in the 8-K. |
6
| CUSIP No. 83548F101 | 13D |
| 1 |
Names of Reporting Persons
Bryant R. Riley | ||
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds (See Instructions)
PF, AF | ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to item 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
271,417 |
| 8 |
Shared Voting Power
10,439,577 | |
| 9 |
Sole Dispositive Power
271,417 | |
| 10 |
Shared Dispositive Power
10,439,577 |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,710,994 |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13 |
Percent of Class Represented by Amount in Row (11)
16.2%* |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| * | Percent of class is calculated based on 66,310,867 shares of Common Stock of the Issuer outstanding as of December 31, 2020 as reported in the 8-K. |
7
Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2019, as amended by Amendment No. 1 filed on June 29, 2020 (the “Schedule 13D”), by the Reporting Persons relating to the common stock, par value $0.001 (the “Common Stock”), of Sonim Technologies, Inc., a Delaware corporation (the “Issuer”).
| Item 5. | Interest in Securities of the Issuer. |
Paragraphs (a) and (b) of Item 5 are amended and restated in their entirety as follows:
(a) – (b)
| 1. | As of the date hereof, BRPLP beneficially owns directly 5,740,325 shares of Common Stock, representing 8.7% of the Issuer’s Common Stock. As of the date hereof, BRPI beneficially owns directly 3,560,167 shares of Common Stock, representing 5.4% of the Issuer’s Common Stock. As of the date hereof, BRF beneficially owns directly 1,139,085 shares of Common Stock, representing 1.7% of the Issuer’s Common Stock. | |
| 2. |
BRPI is a wholly-owned subsidiary of BRF. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRPI.
| |
| 3. | BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. 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. | |
| 4. | Bryant R. Riley may be deemed to indirectly beneficially own 271,417 shares of Common Stock representing 0.4% of the Issuer’s Common Stock, of which (i) 151,610 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust, (ii) 29,952 shares are held as sole custodian for the benefit of Susan Riley, (iii) 29,952shares are held as sole custodian for the benefit of Charlie Riley, (iv) 29,952shares are held as sole custodian for the benefit of Eloise Riley, and (v) 29,951shares are held as sole custodian for the benefit of Abigail Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 10,439,577 shares of Common Stock, representing 15.7% of the Issuer’s Common Stock, outstanding held directly by BRPLP, BRPI or BRF the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRPLP, BRPI or BRF, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 15, 2021
| B. RILEY FINANCIAL, INC. | ||
|
/s/ Bryant R. Riley | ||
| By: | Bryant R. Riley | |
| Title: | Co-Chief Executive Officer | |
| BRC PARTNERS OPPORTUNITY FUND, L.P. | ||
|
/s/ Bryant R. Riley | ||
| By: | Bryant R. Riley | |
| Title: | Chief Investment Officer | |
| BRC PARTNERS MANAGEMENT GP, LLC | ||
| By: | B. Riley Capital Management, LLC, its sole member | |
|
/s/ Bryant R. Riley | ||
| By: | Bryant R. Riley | |
| Title: | Chief Executive Officer | |
| B. RILEY CAPITAL MANAGEMENT, LLC | ||
|
/s/ Bryant R. Riley | ||
| By: | Bryant R. Riley | |
| Title: | Chief Executive Officer | |
| B. RILEY PRINCIPAL INVESTMENTS, LLC | ||
|
/s/ Kenneth Young | ||
| By: | Kenneth Young | |
| Title: | Chief Executive Officer | |
| /s/ Bryant R. Riley | ||
| By: | Bryant R. Riley | |
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 Investment Officer of BRC Partners Opportunity Fund, LP; Chief Executive Officer of B. Riley Capital Management, LLC; 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. Kelleher Co-Chief Executive Officer and Director |
Co-Chief Executive Officer and Director of B. Riley Financial, 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 | |||
| Daniel Shribman Chief Investment Officer |
Chief Investment Officer of B. Riley Financial, Inc.; and President of B. Riley Principal Investments, LLC | 299 Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
| Robert L. Antin 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 | |||
| Robert D’Agostino1 Director |
President of Q-mation, Inc., a supplier of software solutions | 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 close of business on the date hereof, Robert D’Agostino directly owned 348,187 shares of Common Stock. The aggregate purchase price of the 348,187 shares of Common Stock that were purchased by Mr. D’Agostino with personal funds is approximately $261,140. Mr. D’Agostino 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. |
SCHEDULE B
Transactions within the Past 60 Days
| Trade Date | Transaction | Amount of Securities |
Price | Reporting Person | ||||||||
| 3/11/2021 | Sale | 1,310,832 | $ | 1.0638 | BRC Partners Opportunity Fund, L.P. | |||||||
| 3/12/2021 | Sale | 66,168 | $ | 0.9651 | BRC Partners Opportunity Fund, L.P. | |||||||
| 3/12/2021 | Sale | 400,000 | $ | 0.9914 | Bryant R. Riley | |||||||
| 3/13/2021 | Sale | 3,000 | $ | 1.001 | BRC Partners Opportunity Fund, L.P. | |||||||
| 3/13/2021 | Sale | 148,583 | $ | 1.0083 | Bryant R. Riley | |||||||