Sec Form 13D Filing - B. Riley Financial Inc. (RILY) filing for QUANTUM CORP (QMCO) - 2022-06-10

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

QUANTUM CORPORATION

(Name of Issuer)

 

Common stock, $0.01 par value per share

(Title of Class of Securities)

 

747906501

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Boulevard, Suite 800

Los Angeles, CA 90045

(818) 884-3737

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 8, 2022

 (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. ☐

 

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.

 

 

 

CUSIP No. 747906501

1		NAME OF REPORTING PERSONS B. Riley Financial, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS  AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 5,921,459
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 5,921,459

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,921,459
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%*
14.		TYPE OF REPORTING PERSON HC

  

*

Percent of class is calculated based on 101,813,778 shares of common stock, par value $0.01 (the “Common Stock”), of Quantum Corporation (the “Issuer”) outstanding as of June 1, 2022 as reported by the Issuer on its Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 8, 2022 (the “10-K”).

 

 

CUSIP No. 747906501

1		NAME OF REPORTING PERSONS B. Riley Securities, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS  WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 2,167,881
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 2,167,881

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,167,881
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%*
14.		TYPE OF REPORTING PERSON BD

  

*	Percent of class is calculated based on 101,813,778 shares of Common Stock outstanding as of June 1, 2022 as reported by the Issuer on the 10-K.

 

 

CUSIP No. 747906501

1		NAME OF REPORTING PERSONS BRF Investments, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS  WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 3,753,578
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 3,753,578

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,753,578
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%*
14.		TYPE OF REPORTING PERSON OO

  

*	Percent of class is calculated based on 101,813,778 shares of Common Stock outstanding as of June 1, 2022 as reported by the Issuer on the 10-K.

 

 

CUSIP No. 747906501

1		NAME OF REPORTING PERSONS Bryant R. Riley
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS  PF, AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 925,515
		8		SHARED VOTING POWER 5,921,459
		9		SOLE DISPOSITIVE POWER 925,515
		10		SHARED DISPOSITIVE POWER 5,921,459

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,846,974
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%*
14.		TYPE OF REPORTING PERSON IN

  

*	Percent of class is calculated based on 101,813,778 shares of Common Stock outstanding as of June 1, 2022 as reported by the Issuer on the 10-K.

 

 

Preliminary Statement:

 

This Amendment No. 6 (the “Amendment”) hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2020, as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on April 28, 2020, by Amendment No. 2 to Schedule 13D, filed with the SEC on February 8, 2021, by Amendment No. 3 to Schedule 13D, filed with the SEC on April 28, 2021, by Amendment No. 4 to Schedule 13D, filed with the SEC on October 29, 2021, and by Amendment No. 5 to Schedule 13D, filed with the SEC on April 28, 2022 (as so amended, the “Schedule 13D”), relating to shares of Common Stock of Quantum Corporation, a Delaware corporation (the “Issuer” or “Company”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as otherwise described herein, the information contained in the Schedule 13D remains in effect.

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

Item 5, Sections (a) and (b) of the Schedule 13D, and Schedules A and B are hereby amended and restated as follows:

 

(a) - (b)

 

1. As of the date hereof, BRS beneficially owned directly 2,167,881 shares of Common Stock, representing 2.1% of the Issuer’s Common Stock. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS.

 

2. As of the date hereof, BRFI beneficially owned directly 3,753,578 shares of Common Stock, representing 3.7% of the Issuer’s Common Stock. BRF is the parent company of BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFI.

 

3. Bryant R. Riley may beneficially own 925,515 shares of Common Stock representing 0.9% of the Issuer’s Common Stock, of which (i) 832,729 shares are held jointly with his wife, Carleen Riley, (ii) 12,614 shares are held as sole custodian for the benefit of Abigail Riley, (iii) 12,613 shares are held as sole custodian for the benefit of Eloise Riley, (iv) 12,615 shares are held as sole custodian for the benefit of Susan Riley, and (v) 54,944 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust. Bryant R. Riley may also beneficially own the 5,921,459 shares of Common Stock, representing 5.8% of the Issuer’s Common Stock, held directly by BRS or BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS and BRFI, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein.

 

Each of the Reporting Persons, as a m ember of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons (subject to the Beneficial Ownership Limitation, to the extent applicable). The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer it does not directly own or control. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that it does not directly own or control.

  

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: June 10, 2022

 

	B. RILEY FINANCIAL, INC.
	By:	/s/ Bryant R. Riley
	Name:	Bryant R. Riley
	Title:	Co-Chief Executive Officer
	B. RILEY SECURITIES, INC.
	By:	/s/ Andrew Moore
	Name:	Andrew Moore
	Title:	Chief Executive Officer
	BRF INVESTMENTS, LLC
	By:	/s/ Phillip Ahn
	Name:	Phillip Ahn
	Title:	Authorized Signatory
	BRYANT R. RILEY
	By:	/s/ 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 Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; 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.; Co-Executive Chairman of B. Riley Securities, 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
Robert L. Antin1 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

 

1

As of the date hereof, Robert L. Antin directly owned 13,508 shares of Common Stock. The aggregate purchase price of the 13,508 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $33,770. Robert L. Antin 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.

 

 

Tammy Brandt Director		Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Robert D’Agostino2 Director		President of Q-mation, Inc., a supplier of software solutions		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Renée E. LaBran Director		Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund		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

 

2

As of the close of business on the date hereof, Robert D’Agostino directly owned 40,739 shares of Common Stock. The aggregate purchase price of the 40,739 shares of Common Stock that were purchased by Mr. D’Agostino with personal funds is approximately $81,228. 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
4/11/2022		Sale			41,586			$	2.20			B. Riley Securities, Inc.
4/13/2022		Sale			15,033			$	2.374			BRF Investments, LLC
4/14/2022		Sale			1,552			$	2.36			BRF Investments, LLC
4/14/2022		Sale			12,614			$	2.2496			Bryant R. Riley
4/19/2022		Sale			76,523			$	2.2018			BRF Investments, LLC
4/20/2022		Sale			4,396			$	2.25			BRF Investments, LLC
4/22/2022		Rights Exercise			2,019,554			$	2.25			B. Riley Securities, Inc.
5/4/2022		Sale			65,242			$	1.9546			Bryant R. Riley
5/13/2022		Sale			147,408			$	1.6502			B. Riley Securities, Inc.
5/16/2022		Sale			7,842			$	1.75			B. Riley Securities, Inc.
5/17/2022		Sale			44,750			$	1.7317			B. Riley Securities, Inc.
5/18/2022		Sale			38,870			$	1.8441			B. Riley Securities, Inc.
5/19/2022		Sale			23,700			$	1.8601			B. Riley Securities, Inc.
5/26/2022		Sale			9,981			$	1.7602			B. Riley Securities, Inc.
5/27/2022		Sale			28,100			$	1.8465			B. Riley Securities, Inc.
5/31/2022		Sale			15,981			$	1.9204			B. Riley Securities, Inc.
6/1/2022		Sale			8,133			$	1.9224			B. Riley Securities, Inc.
6/2/2022		Sale			50,000			$	1.9401			B. Riley Securities, Inc.
6/3/2022		Sale			21,301			$	2.10			B. Riley Securities, Inc.
6/6/2022		Sale			50,000			$	2.12			B. Riley Securities, Inc.
6/7/2022		Sale			30,607			$	2.2237			B. Riley Securities, Inc.

 

 

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