Filing Details

Accession Number:
0001213900-22-012614
Form Type:
13D Filing
Publication Date:
2022-03-14 20:00:00
Filed By:
B. Riley Financial, Inc.
Company:
Synchronoss Technologies Inc (NASDAQ:SNCR)
Filing Date:
2022-03-15
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
B. Riley Financial, Inc 0 11,671 0 11, 11,671,579 13.2%
B. Riley Securities, Inc 0 11,671,579 0 11,671,579 11,671,579 13.2%
Bryant R. Riley 923,602 11,671,579 923,602 11,671,579 12,595,181 14.3%
Filing
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

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)

 

March 11, 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. 87157B103
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

11,671,579

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

11,671,579

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,671,579

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐  

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.2%*

14

TYPE OF REPORTING PERSON

HC

 

*Percent of class is calculated based on 88,340,870 shares of common stock, par value $0.0001 (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Issuer”) outstanding as of November 5, 2021, as reported by the Issuer in its Current Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2021. (the “10-Q”).

 

2

 

 

CUSIP No. 87157B103
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

11,671,579

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

11,671,579

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,671,579

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.2%*

14

TYPE OF REPORTING PERSON

BD

 

* Percent of class is calculated based on 88,340,870 shares of Common Stock of the Issuer outstanding as of November 5, 2021, as reported by the Issuer in the 10-Q.

 

3

 

 

CUSIP No. 87157B103
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

923,602

8

SHARED VOTING POWER

11,671,579

9

SOLE DISPOSITIVE POWER

923,602

10

SHARED DISPOSITIVE POWER

11,671,579

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,595,181

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐  

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.3%*

14

TYPE OF REPORTING PERSON

IN

 

* Percent of class is calculated based on 88,340,870 shares of Common Stock of the Issuer outstanding as of November 5, 2021, as reported by the Issuer in the 10-Q.

 

4

 

 

This Amendment No. 2 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 (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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 is hereby amended to add the following:

 

  (3) The aggregate purchase price of the additional 133,117 shares of Common Stock beneficially owned by BRS was approximately $160,669. The source of funds for acquiring the securities described herein that are directly owned by BRS was the working capital of BRS.

 

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 11,671,579 shares of Common Stock, representing 13.2% of the Issuer’s Common Stock.
     
  2. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS.

 

  3. Bryant R. Riley may be deemed to indirectly beneficially own 923,602 shares of Common Stock representing 1.0% of the Issuer’s Common Stock, of which (i) 913,774 shares received upon distribution from a limited partnership are held jointly with his wife, Carleen Riley, (ii) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Abigail Riley, (iii) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Charlie Riley, (iv) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Eloise Riley, and (v) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 11,671,579 shares of Common Stock, representing 13.2% of the Issuer’s Common Stock outstanding held directly by BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS in each case except to the extent of his pecuniary interest therein.

 

5

 

 

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 15, 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  
   
/s/ Bryant R. Riley  
Name: Bryant R. Riley  

 

6

 

 

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

 

7

 

 

SCHEDULE B

 

Transactions within the Past 60 Days

 

Trade Date  Transaction  Amount of Securities   Price per Share of Common Stock   Reporting Person
03/11/2022  Purchase   133,117   $1.207   B. Riley Securities, Inc.

 

 

8