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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Lazydays Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 par value
(Title of Class of Securities)
52110H100
(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)
November 10, 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. 52110H100 |
| 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 284,980 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 284,980 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,980 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%* | |
| 14. |
TYPE OF REPORTING PERSON HC |
| * | Percent of class is based on 10,536,703 shares of common stock, par value $0.0001 (the “Common Stock”), of Lazydays Holdings, Inc. (the “Issuer”) outstanding as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 4, 2022 (the “10-Q”). |
2
| CUSIP No. 52110H100 |
| 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 284,980 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 284,980 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,980 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%* | |
| 14. |
TYPE OF REPORTING PERSON BD |
| * | Percent of class is based on 10,536,703 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q. |
3
| CUSIP No. 52110H100 |
| 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 0 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* | |
| 14. |
TYPE OF REPORTING PERSON OO |
| * | Percent of class is based on 10,536,703 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q. |
4
| CUSIP No. 52110H100 |
| 1 |
NAME OF REPORTING PERSONS B. Riley Principal 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 0 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%* | |
| 14. |
TYPE OF REPORTING PERSON OO |
| * | Percent of class is based on 10,536,703 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q. |
5
| CUSIP No. 52110H100 |
| 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 0 | ||
| 8 |
SHARED VOTING POWER 284,980 | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 284,980 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,980 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%* | |
| 14. |
TYPE OF REPORTING PERSON IN |
| * | Percent of class is based on 10,536,703 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q. |
6
This Amendment No. 5 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2022, as amended by Amendment No. 1 filed on June 7, 2022, as amended by Amendment No. 2 filed on July 7, 2022, as amended by Amendment No.3 on August 15, 2022, and as amended by Amendment No. 4 filed on October 11, 2022 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Lazydays Holdings, Inc., a Delaware corporation (the “Issuer” or “Company”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.
Item 5, Sections (a) - (b) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) – (b)
| 1. | As of the date hereof, BRS beneficially owned directly 284,980 shares of Common Stock, representing 2.7% 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 of Common Stock held by BRS. |
| 2. | As of the date hereof, BRFI beneficially owned directly 0 shares of Common Stock, representing 0.0% 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 of Common Stock held by BRFI. | |
| 3. | As of the date hereof, BRPI beneficially owned directly 0 shares of Common Stock, representing 0.0% of the Issuer’s Common Stock. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock held by BRPI. |
| 4. | As of the date hereof, Bryant R. Riley may beneficially own 284,980 shares of Common Stock, representing 2.7% of the Issuer’s Common Stock outstanding and held directly by BRS, BRFI or BRPI in the manner specified in the paragraphs above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS, BRFI and BRPI except to the extent of his pecuniary interest therein. |
(e) As of November 10, 2022, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities.
7
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: November 14, 2022
| B. RILEY FINANCIAL, INC. | ||
| /s/ Bryant Riley | ||
| Name: | Bryant Riley | |
| Title: | Co-Chief Executive Officer | |
| B. RILEY SECURITIES, INC. | ||
| /s/ Andrew Moore | ||
| Name: | Andrew Moore | |
| Title: | Chief Executive Officer | |
| BRF INVESTMENTS, LLC | ||
| /s/ Phillip Ahn | ||
| Name: | Phillip Ahn | |
| Title: | Authorized Signatory | |
| B. RILEY PRINCIPAL INVESTMENTS, LLC | ||
| /s/ Kenneth Young | ||
| Name: | Kenneth Young | |
| Title: | Chief Executive Officer | |
| /s/ Bryant R. Riley | ||
| Name: | Bryant R. Riley | |
8
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. 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 | |||
| 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’Agostino 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 |
9
SCHEDULE B
Transactions within the Past 60 Days
| Trade Date | Transaction | Amount of Securities |
Price | Reporting Person | ||||||||
| 9/22/2022 | Purchase | 1,635 | $ | 12.7496 | B. Riley Securities, Inc. | |||||||
| 9/23/2022 | Purchase | 7,123 | $ | 12.75 | B. Riley Securities, Inc. | |||||||
| 9/26/2022 | Purchase | 11,192 | $ | 12.7297 | B. Riley Securities, Inc. | |||||||
| 10/4/2022 | Purchase | 9,663 | $ | 13.0313 | B. Riley Securities, Inc. | |||||||
| 10/5/2022 | Purchase | 101,291 | $ | 12.9577 | B. Riley Securities, Inc. | |||||||
| 10/6/2022 | Purchase | 80,249 | $ | 12.9208 | B. Riley Securities, Inc. | |||||||
| 10/7/2022 | Purchase | 10,000 | $ | 12.7463 | B. Riley Securities, Inc. | |||||||
| 10/11/2022 | Purchase | 5,866 | $ | 12.60 | B. Riley Securities, Inc. | |||||||
| 11/10/2022 | Sale | 753,546 | $ | 14.20 | B. Riley Securities, Inc. | |||||||
| 11/10/2022 | Sale | 247,663 | $ | 14.20 | B. Riley Principal Investments, LLC | |||||||
| 11/10/2022 | Sale | 698,791 | $ | 14.20 | BRF Investments, LLC | |||||||
10