Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
02 October 2024 - 11:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 10)
Synchronoss Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 par value
(Title of Class of Securities)
87157B103
(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)
September 27, 2024
(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.
| 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
742,371 |
9
|
SOLE
DISPOSITIVE POWER
0 |
10
|
SHARED
DISPOSITIVE POWER
742,371 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,371 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%* |
| 14 |
TYPE OF REPORTING PERSON
HC |
| * |
Percent of class is calculated based on 10,818,169 shares of common
stock, par value $0.0001 (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Issuer”) outstanding as
of August 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission
(the “SEC”) on August 9, 2024 (the “10-Q”). |
| 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
2,740 |
9
|
SOLE
DISPOSITIVE POWER
0 |
10
|
SHARED DISPOSITIVE POWER
2,740 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,740 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%* |
| 14 |
TYPE OF REPORTING PERSON
BD |
| * |
Percent
of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding
as of August 6, 2024, as reported by the Issuer in the 10-Q. |
| 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
739,631 |
9
|
SOLE
DISPOSITIVE POWER
0 |
10
|
SHARED
DISPOSITIVE POWER
739,631 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
739,631 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%* |
| 14 |
TYPE OF REPORTING PERSON
OO |
| * |
Percent of class is calculated based on 10,818,169 shares of Common
Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q. |
| 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
35,515 |
8
|
SHARED
VOTING POWER
742,371 |
9
|
SOLE
DISPOSITIVE POWER
35,515 |
10
|
SHARED
DISPOSITIVE POWER
742,371 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,886 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%* |
| 14 |
TYPE OF REPORTING PERSON
IN |
| * |
Percent of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q. |
This Amendment No. 10 amends and supplements the Schedule 13D
filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2021, as amended by Amendment No. 1 filed
on October 29, 2021, Amendment No. 2 filed on March 15, 2022, Amendment No. 3 filed on March 13, 2023, Amendment No. 4 filed on
March 21, 2023, Amendment No. 5 filed on November 1, 2023, Amendment No. 6 filed on July 2, 2024, Amendment No. 7 filed on August
14, 2024, Amendment No. 8 filed on August 21, 2024, and Amendment No. 9 filed on September 5, 2024 (as so amended, the
“Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or
“Shares”), of Synchronoss Technologies 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 are hereby amended
and restated as follows:
(a) – (b)
| |
1. |
As of the date hereof, BRS beneficially owned directly 2,740 shares
of Common Stock, representing 0.03% of the Issuer’s Common Stock. As of the date hereof, BRFI beneficially owned directly 739,631
shares of Common Stock, representing 6.8% of the Issuer’s Common Stock. |
| |
|
|
| |
2. |
BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI. |
| |
3. |
Bryant R. Riley may be deemed to indirectly beneficially own 35,515
shares of Common Stock representing 0.3% of the Issuer’s Common Stock, of which (i) 34,423 are held jointly with his wife, Carleen
Riley, (ii) 273 are held as sole custodian for the benefit of Abigail Riley, (iii) 273 are held as sole custodian for the benefit of Charlie
Riley, (iv) 273 are held as sole custodian for the benefit of Eloise Riley, and (v) 273 are held as sole custodian for the benefit of
Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 742,371 shares of Common Stock, representing 6.9% of
the Issuer’s Common Stock outstanding held directly by BRS and BRFI in the manner specified in paragraph (1) above. Bryant R. Riley
disclaims beneficial ownership of the shares held by BRS and BRFI in each case except to the extent of his pecuniary interest therein. |
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: October 1, 2024
| 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 |
|
| |
|
| /s/ Bryant R. Riley |
|
| Name: 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 |
|
Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial,
Inc.; Chief Executive Officer and Board of Managers of B. Riley Capital Management, LLC; and Co-Executive Chairman and Director of B.
Riley Securities, 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 and Director of B. Riley Securities, Inc.; and President and Board of Managers 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 |
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 |
|
Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency |
|
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 |
SCHEDULE B
Transactions within the Past 60 Days
| Trade Date |
|
Transaction |
|
Amount of
Securities |
|
|
Price per Share of Common Stock |
|
|
Reporting Person |
| 8/7/2024 |
|
Sale |
|
|
520 |
|
|
$ |
11.2000 |
|
|
BRF Investments, LLC |
| 8/8/2024 |
|
Sale |
|
|
40,578 |
|
|
$ |
11.2417 |
|
|
BRF Investments, LLC |
| 8/9/2024 |
|
Sale |
|
|
57,466 |
|
|
$ |
11.4494 |
|
|
BRF Investments, LLC |
| 8/12/2024 |
|
Sale |
|
|
30,867 |
|
|
$ |
11.4784 |
|
|
BRF Investments, LLC |
| 8/13/2024 |
|
Sale |
|
|
51,774 |
|
|
$ |
11.4877 |
|
|
BRF Investments, LLC |
| 8/14/2024 |
|
Sale |
|
|
61,690 |
|
|
$ |
11.7337 |
|
|
BRF Investments, LLC |
| 8/15/2024 |
|
Sale |
|
|
55,473 |
|
|
$ |
11.8851 |
|
|
BRF Investments, LLC |
| 8/16/2024 |
|
Sale |
|
|
23,290 |
|
|
$ |
11.8267 |
|
|
BRF Investments, LLC |
| 8/19/2024 |
|
Sale |
|
|
40,713 |
|
|
$ |
12.1226 |
|
|
BRF Investments, LLC |
| 8/20/2024 |
|
Sale |
|
|
8,437 |
|
|
$ |
12.8244 |
|
|
BRF Investments, LLC |
| 8/21/2024 |
|
Sale |
|
|
3,699 |
|
|
$ |
12.8000 |
|
|
BRF Investments, LLC |
| 8/22/2024 |
|
Sale |
|
|
74 |
|
|
$ |
12.8000 |
|
|
BRF Investments, LLC |
| 8/23/2024 |
|
Sale |
|
|
9,819 |
|
|
$ |
12.8194 |
|
|
BRF Investments, LLC |
| 8/26/2024 |
|
Sale |
|
|
32,678 |
|
|
$ |
12.8368 |
|
|
BRF Investments, LLC |
| 8/27/2024 |
|
Sale |
|
|
13,525 |
|
|
$ |
12.8212 |
|
|
BRF Investments, LLC |
| 8/28/2024 |
|
Sale |
|
|
25,279 |
|
|
$ |
14.0169 |
|
|
BRF Investments, LLC |
| 8/29/2024 |
|
Sale |
|
|
11,213 |
|
|
$ |
14.4244 |
|
|
Bryant R. Riley |
| 8/30/2024 |
|
Sale |
|
|
3,887 |
|
|
$ |
14.4290 |
|
|
Bryant R. Riley |
| 9/3/2024 |
|
Sale |
|
|
25,852 |
|
|
$ |
14.8866 |
|
|
BRF Investments, LLC |
| 9/4/2024 |
|
Sale |
|
|
10,706 |
|
|
$ |
14.8346 |
|
|
BRF Investments, LLC |
| 9/5/2024 |
|
Sale |
|
|
1,337 |
|
|
$ |
14.7642 |
|
|
BRF Investments, LLC |
| 9/9/2024 |
|
Sale |
|
|
3,121 |
|
|
$ |
13.8039 |
|
|
BRF Investments, LLC |
| 9/10/2024 |
|
Sale |
|
|
7,977 |
|
|
$ |
13.8109 |
|
|
BRF Investments, LLC |
| 9/11/2024 |
|
Sale |
|
|
6,589 |
|
|
$ |
13.8276 |
|
|
BRF Investments, LLC |
| 9/12/2024 |
|
Sale |
|
|
1,551 |
|
|
$ |
13.8027 |
|
|
BRF Investments, LLC |
| 9/13/2024 |
|
Sale |
|
|
762 |
|
|
$ |
13.8397 |
|
|
BRF Investments, LLC |
| 9/20/2024 |
|
Sale |
|
|
3,916 |
|
|
$ |
13.5091 |
|
|
BRF Investments, LLC |
| 9/23/2024 |
|
Sale |
|
|
2,703 |
|
|
$ |
13.5003 |
|
|
BRF Investments, LLC |
| 9/25/2024 |
|
Sale |
|
|
2,764 |
|
|
$ |
13.5002 |
|
|
BRF Investments, LLC |
| 9/26/2024 |
|
Sale |
|
|
3,018 |
|
|
$ |
13.5002 |
|
|
BRF Investments, LLC |
| 9/27/2024 |
|
Sale |
|
|
114,218 |
|
|
$ |
14.3605 |
|
|
BRF Investments, LLC |
| 9/30/2024 |
|
Sale |
|
|
20,234 |
|
|
$ |
14.8159 |
|
|
BRF Investments, LLC |
| 10/1/2024 |
|
Sale |
|
|
10,851 |
|
|
$ |
14.8793 |
|
|
BRF Investments, LLC |
9
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