Insider filing report for Changes in Beneficial Ownership
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- 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. 4)
ALTA EQUIPMENT GROUP INC.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
02128L106
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
21255 Burbank Boulevard, Suite 400
Woodland Hills, CA 91367
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 12, 2020
(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. 02128L 106 | ||
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 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 PERSON WITH |
7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 7,247,737(1)(2) | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 7,247,737(1)(2) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,247,737(1)(2) | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.45%(3) | |
14 | TYPE OF REPORTING PERSON HC, CO |
(1) | The reported shares include (i) 1,860,461 shares of common stock held directly by B. Riley Principal Sponsor Co., LLC (the “Sponsor”), (ii) 218,379 shares of common stock held directly by B. Riley FBR, Inc. (“BRFBR”), (iii) 1,169,477 shares of common stock held directly by BRC Partners Opportunity Fund, LP (“BRPLP”) and (iv) 2,600,000 shares of common stock held directly by B. Riley Principal Investments, LLC (“BRPI”). |
(2) | Includes 1,399,420 shares of common which may be purchased by exercising warrants, including (i) 206,250 warrants held by the Sponsor, (ii) 505,045 warrants held by BRFBR and (iii) 688,125 warrants held by BRPLP. |
(3) | Based on 29,511,359 shares of common stock outstanding as of February 14, 2020 and after giving effect to the issuance of 1,399,420 shares of common stock underlying warrants held by the Sponsor, BRFBR and BRPLP. |
2
CUSIP No. 02128L 106 | ||
1 | NAME OF REPORTING PERSONS B. Riley Capital Management, 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 New York |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH |
7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 1,857,602 (1) | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 1,857,602 (1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,857,602 (1) | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.15%(2) | |
14 | TYPE OF REPORTING PERSON IA |
(1) | Includes 688,125 shares of common which may be purchased by exercising warrants. |
(2) | Based on 29,511,359 shares of common stock outstanding as of February 14, 2020 and after giving effect to the issuance of 688,125 shares of common stock underlying warrants. |
3
CUSIP No. 02128L 106 | ||
1 | NAME OF REPORTING PERSONS BRC Partners Management GP, 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 PERSON WITH |
7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 1,857,602 (1) | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 1,857,602 (1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,857,602 (1) | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.15%(2) | |
14 | TYPE OF REPORTING PERSON OO |
(1) | Includes 688,125 shares of common which may be purchased by exercising warrants. |
(2) | Based on 29,511,359 shares of common stock outstanding as of February 14, 2020 and after giving effect to the issuance of 688,125 shares of common stock underlying warrants. |
4
CUSIP No. 02128L 106 | ||
1 | NAME OF REPORTING PERSONS BRC Partners Opportunity Fund, L.P. | |
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 PERSON WITH |
7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 1,857,602 (1) | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 1,857,602 (1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,857,602 (1) | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.15%(2) | |
14 | TYPE OF REPORTING PERSON PN |
(1) | Includes 688,125 shares of common which may be purchased by exercising warrants. |
(2) | Based on 29,511,359 shares of common stock outstanding as of February 14, 2020 and after giving effect to the issuance of 688,125 shares of common stock underlying warrants. |
5
CUSIP No. 02128L 106 | ||
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 PERSON WITH |
7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 2,600,000 | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 2,600,000 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,600,000 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.81%(1) | |
14 | TYPE OF REPORTING PERSON OO |
(1) | Based on 29,511,359 shares of common stock outstanding as of February 14, 2020. |
6
CUSIP No. 02128L 106 | ||
1 | NAME OF REPORTING PERSONS B. Riley FBR, 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 PERSON WITH |
7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 723,424(1) | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 723,424(1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 723,424(1) | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.41%(2) | |
14 | TYPE OF REPORTING PERSON BD, CO |
(1) | Includes 505,045 shares of common which may be purchased by exercising warrants. |
(2) | Based on 29,511,359 shares of common stock outstanding as of February 14, 2020 and after giving effect to the issuance of 505,045 shares of common stock underlying warrants. |
7
CUSIP No. 02128L 106 | ||
1 | NAME OF REPORTING PERSONS B. Riley Principal Sponsor Co., 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 PERSON WITH |
7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 2,066,711(1) | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 2,066,711(1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,066,711(1) | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.95%(2) | |
14 | TYPE OF REPORTING PERSON OO |
(1) | Includes 206,250 shares of common which may be purchased by exercising warrants. |
(2) | Based on 29,511,359 shares of common stock outstanding as of February 14, 2020 and after giving effect to the issuance of 206,250 shares of common stock underlying warrants. |
END OF COVER PAGES
8
This Amendment No. 4 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2019, as amended by Amendment No. 1 and Amendment No. 2 filed on February 24, 2020 and Amendment No. 3 filed on March 3, 2020 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Alta Equipment Group, 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) and (b) of the Schedule 13D, and Annex I are hereby amended and restated as follows:
(a) | and (b) |
1. | As of the date hereof, BRPLP beneficially owns directly 1,169,477 shares of Common Stock and 688,125 warrants, representing 6.15% of the Issuer’s Common Stock, after giving effect to the issuance of 688,125 shares of common stock underlying warrants. As of the date hereof, BRPI beneficially owns directly 2,600,000 shares of Common Stock, representing 8.81% of the Issuer’s Common Stock. As of the date hereof, BRFBR beneficially owns directly 218,379 shares of Common Stock and 505,045 warrants, representing 2.41% of the Issuer’s Common Stock, after giving effect to the issuance of 505,045 shares of common stock underlying warrants. As of the date hereof, the Sponsor beneficially owns directly 1,860,461 shares of Common Stock and 206,250 warrants, representing 6.95% of the Issuer’s Common Stock, after giving effect to the issuance of 206,250 shares of common stock underlying warrants. |
2. | BRPGP is the general partner of BRPLP, BRCM is the parent company of BRPGP and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Common Stock held by BRPLP. |
3. | BRF is the parent company of BRPI and BRFBR. As a result, BRF may be deemed to indirectly beneficially own the Common Stock held by BRPI and BRFBR. |
4. | BRF is the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by the Sponsor. |
9
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: March 16, 2020
B. RILEY FINANCIAL, INC. | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Co-Chief Executive Officer | |
B. RILEY CAPITAL MANAGEMENT, LLC | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Executive Officer | |
BRC PARTNERS MANAGEMENT GP, LLC | ||
By: | B. Riley Capital Management, LLC, its sole member | |
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Executive Officer | |
BRC PARTNERS OPPORTUNITY FUND, L.P. | ||
By: | /s/ Bryant R. Riley | |
Name: | Bryant R. Riley | |
Title: | Chief Investment Officer | |
B. RILEY PRINCIPAL SPONSOR CO., LLC | ||
By: | GREAT AMERICAN GROUP, LLC | |
its Managing Member | ||
By: | /s/ Phillip Ahn | |
Name: | Phillip Ahn | |
Title: | Chief Operating Officer and Chief Financial Officer | |
B. RILEY PRINCIPAL INVESTMENTS, LLC | ||
By: | /s/ Kenneth Young | |
Name: | Kenneth Young | |
Title: | Chief Executive Officer | |
B. RILEY FBR, INC. | ||
By: | /s/ Andy Moore | |
Name: | Andy Moore | |
Title: | Chief Executive Officer |
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ANNEX I
Transactions within the Past 60 Days
Trade Date | Security | Transaction | Amount of Securities | Price per Share of Common Stock | Reporting Person | |||||||||
1/24/2020 | ALTG | Buy | 15,413 | $ | 10.2432 | BRC Partners Opportunity Fund, L.P. | ||||||||
1/27/2020 | ALTG | Buy | 9,309 | $ | 10.19 | BRC Partners Opportunity Fund, L.P. | ||||||||
1/28/2020 | ALTG | Buy | 107,553 | $ | 10.1909 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/3/2020 | ALTG | Buy | 108,333 | $ | 10.2146 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/6/2020 | ALTG | Share Redemption | (240,608 | ) | $ | 10.16 | BRC Partners Opportunity Fund, L.P. | |||||||
2/6/2020 | ALTG | Buy | 74,400 | $ | 10.20 | B. Riley FBR, Inc. | ||||||||
2/6/2020 | ALTG | Sell | (67,075 | ) | $ | 10.20 | B. Riley FBR, Inc. | |||||||
2/6/2020 | ALTG | Buy | 129,831 | $ | 10.21 | B. Riley FBR, Inc. | ||||||||
2/6/2020 | ALTG | Sell | (108,107 | ) | $ | 10.21 | B. Riley FBR, Inc. | |||||||
2/6/2020 | ALTG | Buy | 157,073 | $ | 10.2063 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/7/2020 | ALTG | Buy | 48 | $ | 10.18 | B. Riley FBR, Inc. | ||||||||
2/12/2020 | ALTG | Buy | 13,828 | $ | 10.3183 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/14/2020 | ALTG | Buy | 685,000 | $ | 10.00 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/14/2020 | ALTG | Incentive Acquistion | 36,054 | $ | - | BRC Partners Opportunity Fund, L.P. | ||||||||
2/14/2020 | ATLGWS | Incentive Acquistion | 256,875 | $ | - | BRC Partners Opportunity Fund, L.P. | ||||||||
2/14/2020 | ALTG | Sell | (370,000 | ) | $ | 10.00 | BRC Partners Opportunity Fund, L.P. | |||||||
2/14/2020 | ALTG | Incentive Distribution | (19,473 | ) | $ | - | BRC Partners Opportunity Fund, L.P. | |||||||
2/14/2020 | ATLGWS | Incentive Distribution | (138,750 | ) | $ | - | BRC Partners Opportunity Fund, L.P. | |||||||
2/14/2020 | ALTG | Buy | 2,500,000 | $ | 10.00 | B. Riley Principal Investments, LLC | ||||||||
2/14/2020 | ALTG | Buy | 100,000 | $ | 10.00 | B. Riley Principal Investments, LLC | ||||||||
2/14/2020 | ATLGWS | Acquisition Per Agreement | 1,250,000 | $ | - | B. Riley Principal Investments, LLC |
11
2/14/2020 | ATLGWS | Forfeiture | (1,250,000 | ) | $ | - | B. Riley Principal Investments, LLC | |||||||
2/14/2020 | ALTG | Forfeiture | (178,947 | ) | $ | - | B. Riley Principal Sponsor Co., LLC | |||||||
2/14/2020 | ALTG | Forfeiture | (1,470,855 | ) | $ | - | B. Riley Principal Sponsor Co., LLC | |||||||
2/14/2020 | ALTG | Transfer to Member(s) | (279,592 | ) | $ | - | B. Riley Principal Sponsor Co., LLC | |||||||
2/14/2020 | ALTG | Transfer to Member(s) | (186,395 | ) | $ | - | B. Riley Principal Sponsor Co., LLC | |||||||
2/14/2020 | ATLGWS | Forfeiture | (25,000 | ) | $ | - | B. Riley Principal Sponsor Co., LLC | |||||||
2/20/2020 | ALTG | Buy | 11,202 | $ | 10.4699 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/21/2020 | ALTG | Buy | 97,027 | $ | 10.3776 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/24/2020 | ALTG | Buy | 100,000 | $ | 9.6518 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/25/2020 | ALTG | Buy | 75,000 | $ | 9.2867 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/26/2020 | ALTG | Buy | 30,638 | $ | 9.2077 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/27/2020 | ALTG | Buy | 140,632 | $ | 8.9567 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/27/2020 | ALTGWS | Buy | 341,099 | $ | 1.1117 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/27/2020 | ALTGWS | Buy | 297,245 | $ | 1.10 | B. Riley FBR, Inc. | ||||||||
2/27/2020 | ALTGWS | Buy | 80,000 | $ | 1.20 | B. Riley FBR, Inc. | ||||||||
2/27/2020 | ALTGWS | Sell | (40,000 | ) | $ | 1.20 | B. Riley FBR, Inc. | |||||||
2/28/2020 | ALTG | Buy | 29,600 | $ | 8.8691 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/28/2020 | ALTGWS | Buy | 129,700 | $ | 1.20 | BRC Partners Opportunity Fund, L.P. | ||||||||
2/28/2020 | ALTGWS | Buy | 218,100 | $ | 1.20 | B. Riley FBR, Inc. | ||||||||
2/28/2020 | ALTGWS | Sell | (107,500 | ) | $ | 1.20 | B. Riley FBR, Inc. | |||||||
3/2/2020 | ALTG | Buy | 90,060 | $ | 8.648 | BRC Partners Opportunity Fund, L.P. | ||||||||
3/3/2020 | ALTG | Buy | 21,421 | $ | 8.45 | B. Riley FBR, Inc. | ||||||||
3/3/2020 | ALTG | Buy | 167,209 | $ | 8.40 | B. Riley FBR, Inc. | ||||||||
3/3/2020 | ALTG | Buy | 100 | $ | 8.445 | B. Riley FBR, Inc. | ||||||||
3/3/2020 | ALTG | Buy | 552 | $ | 8.44906 | B. Riley FBR, Inc. | ||||||||
3/3/2020 | ALTGWS | Buy | 33,000 | $ | 1.20 | BRC Partners Opportunity Fund, L.P. | ||||||||
3/3/2020 | ALTGWS | Buy | 33,000 | $ | 1.20 | B. Riley FBR, Inc. | ||||||||
3/6/2020 | ALTGWS | Buy | 66,201 | $ | 1.20 | BRC Partners Opportunity Fund, L.P. | ||||||||
3/11/2020 | ALTG | Buy | 29,438 | $ | 7.3069 | BRC Partners Opportunity Fund, L.P. | ||||||||
3/12/2020 | ALTG | Buy | 63,398 | $ | 6.0927 | BRC Partners Opportunity Fund, L.P. |
12