SCHEDULE
13G
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
|
Citizenship
or Place of Organization
|
DE
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
3,815,261
|
7
|
Sole
Dispositive Power
|
0
|
8
|
Shared
Dispositive Power
|
3,815,261
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,815,261
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
7.69%
|
12
|
Type
of Reporting Person (See Instructions)
|
CO
|
|
|
|
|
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
|
Citizenship
or Place of Organization
|
NY
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
411,625
|
7
|
Sole
Dispositive Power
|
0
|
8
|
Shared
Dispositive Power
|
411,625
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
411,625
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
0.83%
|
12
|
Type
of Reporting Person (See Instructions)
|
IA
|
|
|
|
|
1
|
Names
of Reporting Persons
|
B.
Riley FBR, Inc.
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
DE
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
3,403,636
|
7
|
Sole
Dispositive Power
|
0
|
8
|
Shared
Dispositive Power
|
3,403,636
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
3,403,636
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
6.86%
|
12
|
Type
of Reporting Person (See Instructions)
|
BD
|
|
|
|
|
1
|
Names
of Reporting Persons
|
BR
Dialectic Capital Management, LLC
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
DE
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
200,378
|
7
|
Sole
Dispositive Power
|
0
|
8
|
Shared
Dispositive Power
|
200,378
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
200,378
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
0.40%
|
12
|
Type
of Reporting Person (See Instructions)
|
IA
|
|
|
|
|
1
|
Names
of Reporting Persons
|
Dialectic
Antithesis Partners, LP
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
DE
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
200,378
|
7
|
Sole
Dispositive Power
|
0
|
8
|
Shared
Dispositive Power
|
200,378
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
200,378
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
0.40%
|
12
|
Type
of Reporting Person (See Instructions)
|
PN
|
|
|
|
|
1
|
Names
of Reporting Persons
|
B.
Riley Diversified Equity Fund
|
2
|
Check
the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec
Use Only
|
|
4
|
Citizenship
or Place of Organization
|
DE
|
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole
Voting Power
|
0
|
6
|
Shared
Voting Power
|
167,047
|
7
|
Sole
Dispositive Power
|
0
|
8
|
Shared
Dispositive Power
|
167,047
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
167,047
|
10
|
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent
of class represented by amount in row (9)
|
0.34%
|
12
|
Type
of Reporting Person (See Instructions)
|
OO
|
|
|
|
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Item 1.
|
(a)
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Name
of Issuer:
TheStreet, Inc.
|
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(b)
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Address
of Issuer’s Principal Executive Offices:
14 Wall Street, New York, New York 10005
|
B.
Riley Financial, Inc., a Delaware corporation (“BRF”),
B.
Riley Capital Management, LLC, a New York limited liability company (“BRCM”),
B.
Riley FBR, Inc., a Delaware corporation (“BRFBR”),
BR
Dialectic Capital Management, LLC (“BR Dialectic”),
Dialectic
Antithesis Partners, LP (“Dialectic”), and
B.
Riley Diversified Equity Fund (“BRDEF”).
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item
2(b).
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Address of Principal
Business Office or, if None, Residence:
|
The
principal business address of each BRCM and BRFBR is:
11100
Santa Monica Blvd. Suite 800
Los
Angeles, CA 90025
The
principal business address of BR Dialectic and Dialectic is:
119
Rowayton Avenue, 2nd Floor
Norwalk,
Connecticut 06853
The
principal place of business of BRF is:
21255
Burbank Blvd. Suite 400
Woodland
Hills, CA 91367
The
principal place of business of BRDEF is:
8730
Stony Point Parkway, Suite 205
Richmond,
VA 23235
BRF,
BRFBR, BR Dialectic, Dialectic, and BRDEF are organized under the laws of the State of Delaware.
BRCM
is organized under the laws of the State of New York.
|
Item
2(d).
|
Title of Class of
Securities:
|
Class
A Common Stock, par value $0.01 (the “Common Stock”)
88368Q103
|
Item
3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
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(a)
|
☒
|
Broker or dealer registered
under Section 15 of the Act;
|
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(b)
|
☐
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Bank as defined in Section
3(a)(6) of the Act;
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(c)
|
☐
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Insurance company as defined in Section 3(a)(19)
of the Act;
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(d)
|
☐
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Investment company registered under Section
8 of the Investment Company Act of 1940;
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(e)
|
☒
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
|
☐
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An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
|
☐
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
|
☐
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
☐
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
|
☐
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
|
☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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____
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Item
4. Ownership
|
(a)
|
Amount
Beneficially Owned:
|
As
of the close of business on December 31, 2018, BRFBR beneficially owned 3,403,636 shares of Common Stock.
As
of the close of business on December 31, 2018, Dialectic beneficially owned, 200,378 shares of Common Stock. BR Dialectic is the
general partner of and an investment advisor to Dialectic, BR Dialectic is a wholly-owned subsidiary of BRCM, and BRF is the parent
company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to have indirectly beneficially owned the 200,378 shares
held by Dialectic.
As
of the close of business on December 31, 2018, BRDEF beneficially owned 167,047 shares of Common Stock. BRCM is an investment
advisor to BRDEF, and BRF is the parent company of BRCM. As a result, BRCM and BRF may be deemed to have indirectly beneficially
owned the 167,047 shares held by BRDEF.
As
of the close of business on December 31, 2018, BRCM, as the investment advisor of certain Separately Managed Accounts
(the “SMA Accounts”), may be deemed to have beneficially owned the 44,200 shares of Common Stock directly owned
by the SMA Accounts. BRF is the parent company of BRCM. As a result, BRCM and BRF may be deemed to have indirectly
beneficially owned the 44,200 shares held by the SMA Accounts.
BRF
as the parent company of BRCM and BRFBR may be deemed to have beneficially owned the 3,815,261 shares of Common Stock beneficially
owned in aggregate by BRCM and BRFBR.
The
foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock
owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock
that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
As
of the close of business on December 31, 2018, BRFBR beneficially owned 6.86% of the outstanding shares of Common Stock.
As
of the close of business on December 31, 2018, Dialectic beneficially owned 0.40% of the outstanding shares of Common Stock. BR
Dialectic is the general partner of and an investment advisor to Dialectic, BR Dialectic is a wholly-owned subsidiary of BRCM,
and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to have indirectly beneficially owned
the 0.40% of the outstanding shares held by Dialectic.
As
of the close of business on December 31, 2018, BRDEF beneficially owned 0.34% of the outstanding shares of Common Stock. BRCM
is an investment advisor to BRDEF, and BRF is the parent company of BRCM. As a result, BRCM and BRF may be deemed to have indirectly
beneficially owned the 0.34% of the outstanding shares held by BRDEF.
As
of the close of business on December 31, 2018, BRCM, as the investment advisor of certain Separately Managed Accounts (the “SMA
Accounts”), may be deemed to have beneficially owned the 0.09% of the outstanding shares of Common Stock directly owned
by the SMA Accounts. BRF is the parent company of BRCM. As a result, BRCM and BRF may be deemed to have indirectly beneficially
owned the 0.09% of the outstanding shares held by the SMA Accounts.
As
of the close of business on December 31, 2018, BRF as the parent company of BRCM and BRFBR may be deemed to have beneficially
owned 7.69% of shares of outstanding shares of Common Stock, beneficially owned in the aggregate by BRCM and BRFBR.
These
percentages are based on a total of 49,612,180 shares of Common Stock outstanding as of November 9, 2018, as disclosed in the
Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2018.
The
foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock
owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock
that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
See cover page Items 5-9.
|
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(ii)
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Shared
power to vote or to direct the vote:
See cover page Items 5-9.
|
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(iii)
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Sole
power to dispose or to direct the disposition of:
See cover page Items 5-9.
|
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(iv)
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Shared
power to dispose or to direct the disposition of:
See cover page Items 5-9.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
|
Item
6.
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Ownership
of more than Five Percent on Behalf of Another Person.
Not
Applicable.
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Item
7.
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Identification
and classification of the subsidiary which acquired the security being reported on by
the parent holding company or control person.
Not Applicable.
|
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Item
8.
|
Identification
and classification of members of the group.
Not Applicable.
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Item
9.
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Notice
of Dissolution of Group.
Not Applicable.
|
By
signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
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.
Dated: February 5, 2019
|
B. RILEY FINANCIAL, INC
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By:
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/s/ Bryant R. Riley
|
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Name:
|
Bryant R. Riley
|
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Title:
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Co-Chief Executive Officer
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B. RILEY CAPITAL MANAGEMENT, LLC
|
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By:
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/s/ Bryant R. Riley
|
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Name:
|
Bryant R. Riley
|
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Title:
|
Chief Executive Officer
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B. RILEY FBR, INC.
|
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by: /s/ Andy Moore
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Name: Andy Moore
|
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Title: Chief Executive Officer
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BR DIALECTIC CAPITAL MANAGEMENT,
LLC
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By:
B. Riley Capital Management, LLC, its sole member
|
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By: /s/ Bryant R. Riley
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Name: Bryant R. Riley
|
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Title: Chief Executive Officer
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DIALECTIC ANTITHESIS PARTNERS, LP
|
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By: /s/ John Fichthorn
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Name: John Fichthorn
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Title: Chief Investment Officer
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B. RILEY DIVERSIFIED EQUITY FUND
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By: /s/ Bryant R. Riley
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Name: Bryant R. Riley
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Title: Authorized Signer
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).