4//SEC Filing
BR Dialectic Capital Management, LLC 4
Accession 0001213900-20-008911
CIK 0001528930other
Filed
Apr 8, 8:00 PM ET
Accepted
Apr 9, 4:41 PM ET
Size
24.5 KB
Accession
0001213900-20-008911
Insider Transaction Report
Form 4
BR Dialectic Capital Management, LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-04-01$12.00/sh+185,598$2,227,176→ 4,291,326 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+154,665$3,557,295→ 4,542,248 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+80,214$1,844,922→ 4,622,462 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+96,257$1,155,084→ 4,387,583 total(indirect: See notes)
B. Riley Financial, Inc.
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-04-01$12.00/sh+185,598$2,227,176→ 4,291,326 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+80,214$1,844,922→ 4,622,462 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+154,665$3,557,295→ 4,542,248 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+96,257$1,155,084→ 4,387,583 total(indirect: See notes)
B. Riley FBR, Inc.
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-04-01$23.00/sh+154,665$3,557,295→ 4,542,248 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+80,214$1,844,922→ 4,622,462 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+185,598$2,227,176→ 4,291,326 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+96,257$1,155,084→ 4,387,583 total(indirect: See notes)
BRC Partners Opportunity Fund, LP
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-04-01$23.00/sh+80,214$1,844,922→ 4,622,462 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+185,598$2,227,176→ 4,291,326 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+154,665$3,557,295→ 4,542,248 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+96,257$1,155,084→ 4,387,583 total(indirect: See notes)
B. RILEY CAPITAL MANAGEMENT, LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-04-01$23.00/sh+80,214$1,844,922→ 4,622,462 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+185,598$2,227,176→ 4,291,326 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+96,257$1,155,084→ 4,387,583 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+154,665$3,557,295→ 4,542,248 total(indirect: See notes)
DIALECTIC ANTITHESIS PARTNERS, LP
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-04-01$23.00/sh+154,665$3,557,295→ 4,542,248 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+96,257$1,155,084→ 4,387,583 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+80,214$1,844,922→ 4,622,462 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+185,598$2,227,176→ 4,291,326 total(indirect: See notes)
BRC Partners Management GP, LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2020-04-01$12.00/sh+185,598$2,227,176→ 4,291,326 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+154,665$3,557,295→ 4,542,248 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$12.00/sh+96,257$1,155,084→ 4,387,583 total(indirect: See notes) - Purchase
Class A Common Stock
2020-04-01$23.00/sh+80,214$1,844,922→ 4,622,462 total(indirect: See notes)
Footnotes (6)
- [F1]In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley FBR, Inc., a Delaware corporation ("BRFBR"), Dialectic Antithesis Partners, LP, a Delaware limited partnership ("Dialectic") and BR Dialectic Capital Management, LLC, a Delaware limited liability company (collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock of the Issuer, par value $0.01 per share ("Franchise Common Stock"), reported herein except to the extent of its pecuniary interest therein.
- [F2]BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRF is the parent company of BRFBR. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRFBR. BR Dialectic is the general partner and investment manager of Dialectic. BRCM is an investment advisor and the parent company of BR Dialectic and BRF is the parent company of BRCM. As a result, BR Dialectic, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by Dialectic.
- [F3]Represents shares of Franchise Common Stock owned directly by BRFBR.
- [F4]Represents shares of Franchise Common Stock owned directly by BRPLP.
- [F5]Pursuant to the subscription agreements between the Issuer and BRFBR whereby BRFBR agreed to purchase 185,598 shares of Franchise Common Stock at a price of $12.00 per share, and 154,665 shares of Franchise Common Stock at a price of $23.00 per share.
- [F6]Pursuant to the subscription agreements between the Issuer and BRPLP whereby BRPLP agreed to purchase 96,257 shares of Franchise Common Stock at a price of $12.00 per share, and 80,214 shares of Franchise Common Stock at a price of $23.00 per share.
Documents
Issuer
Franchise Group, Inc.
CIK 0001528930
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001704985
Filing Metadata
- Form type
- 4
- Filed
- Apr 8, 8:00 PM ET
- Accepted
- Apr 9, 4:41 PM ET
- Size
- 24.5 KB