SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 11, 2016
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Sysorex Global Holdings Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
87184N203
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b) |
[X] Rule 13d-1(c) |
[_] Rule 13d-1(d) |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BRC Partners Opportunity Fund, LP |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] |
|
3 |
SEC USE ONLY |
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES |
5 |
SOLE VOTING POWER - 0 - |
PERSON WITH | 6 |
SHARED VOTING POWER 770,331 |
7 |
SOLE DISPOSITIVE POWER - 0 - |
|
8 |
SHARED DISPOSITIVE POWER 770,331 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 770,331 |
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10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0% |
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12 |
TYPE OF REPORTING PERSON*
PN |
2 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Riley Capital Management, LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York |
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NUMBER OF SHARES BENEFICIALLY OWNED |
5 |
SOLE VOTING POWER
- 0 - |
PERSON WITH | 6 |
SHARED VOTING POWER
770,331 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
8 |
SHARED DISPOSITIVE POWER
770,331 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
770,331 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% |
|
12 |
TYPE OF REPORTING PERSON*
IA |
3 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Riley & Co., LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] |
|
3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED |
5 |
SOLE VOTING POWER
- 0 - |
PERSON WITH | 6 |
SHARED VOTING POWER
376,250 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
8 |
SHARED DISPOSITIVE POWER
376,250 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,250 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.5% |
|
12 |
TYPE OF REPORTING PERSON*
BD |
4 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Antin Children Irrevocable Trust Dtd 1/1/01 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
|
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3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
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NUMBER OF SHARES BENEFICIALLY OWNED |
5 |
SOLE VOTING POWER - 0 - |
PERSON WITH | 6 |
SHARED VOTING POWER
125,000 |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
8 |
SHARED DISPOSITIVE POWER
125,000 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1% |
|
12 |
TYPE OF REPORTING PERSON*
OO |
5 |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bryant R. Riley |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X]
|
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3 |
SEC USE ONLY
|
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED |
5 |
SOLE VOTING POWER 160,000 |
PERSON WITH | 6 |
SHARED VOTING POWER
1,271,581 |
7 |
SOLE DISPOSITIVE POWER
160,000 |
|
8 |
SHARED DISPOSITIVE POWER
1,271,581 |
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,581 |
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
|
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7% |
|
12 |
TYPE OF REPORTING PERSON*
IN |
6 |
Item 1(a). Name of Issuer:
Sysorex Global Holdings Corp., a Nevada corporation (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices:
2479 E. Bayshore Road, Suite 195
Palo Alto, CA 94303
Item 2(a). Name of Person Filing:
BRC Partners Opportunity Fund, L.P., a Delaware limited partnership (“BPOF”)
B. Riley Capital Management, LLC, a New York limited liability company (“BRCM”)
B. Riley & Co., LLC, a Delaware limited liability company (“BRC”)
Robert Antin Children Irrevocable Trust Dtd 1/1/01 (“Robert Antin Children Trust”)
Bryant R. Riley (“Mr. Riley”)
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of each of BPOF, BRCM, BRC, Robert Antin Children Trust and Mr. Riley is:
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Item 2(c). Citizenship:
BPOF and BRC are organized under the laws of the State of Delaware.
BRCM is organized under the laws of the State of New York.
Robert Antin Children Trust is organized under the laws of the State of California.
Mr. Riley is a citizen of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 (the “Common Stock”)
Item 2(e). CUSIP Number:
87184N203
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
[X] | Not applicable. |
(a) | [_] Broker or dealer registered under Section 15 of the Exchange Act. |
(b) | [_] Bank as defined in Section 3(a)(6) of the Exchange Act. |
(c) | [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
(d) | [_] Investment company registered under Section 8 of the Investment Company Act. |
(e) | [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
(f) | [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
(g) | [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
(h) | [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
(i) | [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. |
(j) | [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
(k) | [_] 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: ____ |
7 |
Item 4. Ownership
All ownership information reported in this Item 4 is as of the close of business on December 31, 2015. As of December 31, 2015, the parent company of BPOF, BRCM and BRC had delegated to Mr. Riley the authority to vote and dispose of all securities owned by BPOF, BRCM and BRC. Accordingly, as of December 31, 2015, Mr. Riley was deemed to beneficially own the shares of Common Stock beneficially owned by BPOF, BRCM and BRC and such beneficial ownership is reflected in this Item 4 and elsewhere in this Schedule 13G. Effective February 9, 2016, such delegation of authority was revoked. Accordingly, Mr. Riley is no longer deemed to beneficially own the shares of Common Stock beneficially owned by BPOF, BRCM and BRC. |
(a) | Amount beneficially owned: |
As of the close of business on December 31, 2015, BPOF directly owned 770,331 shares of Common Stock. BRCM, as the investment advisor and general partner of BPOF, may be deemed to beneficially own the 770,331 shares of Common Stock directly owned by BPOF. Mr. Riley was deemed, as of December 31, 2015, to beneficially own the 770,331 shares of Common Stock beneficially owned by BRCM by virtue of his power to vote and dispose of such shares.
As of the close of business on December 31, 2015, BRC directly owned 376,250 shares of Common Stock. Mr. Riley was deemed, as of December 31, 2015, to beneficially own the 376,250 shares of Common Stock directly owned by BRC by virtue of his power to vote and dispose of such shares.
As of the close of business on December 31, 2015, the Robert Antin Children Trust directly owned 125,000 shares of Common Stock. Mr. Riley, as the Trustee of the Robert Antin Children Trust, controls the voting and investment decisions of the trust. Accordingly, Mr. Riley may be deemed to beneficially own the 125,000 shares of Common Stock directly owned by the Robert Antin Children Trust.
As of the close of business on December 31, 2015, Mr. Riley held 80,000 shares of Common Stock in his 401(k) plan. In addition, Mr. Riley may be deemed to beneficially own 80,000 shares of Common Stock held in his children’s custodial accounts of which he is the Custodian.
Accordingly, as of December 31, 2015, Mr. Riley was deemed to beneficially own an aggregate of 1,431,581 shares of Common Stock.
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.
(b) | Percent of class: |
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 25,281,648 shares of Common Stock outstanding as of November 12, 2015, as reported in the Issuer’s Form 10-Q filed with the SEC on November 13, 2015.
As of the close of business on December 31, 2015, BPOF directly owned approximately 3.0% of the outstanding shares of Common Stock. BRCM, as the investment advisor and general partner of BPOF, may be deemed to beneficially own the approximately 3.0% of the outstanding shares of Common Stock directly owned by BPOF. Mr. Riley was deemed, as of December 31, 2015, to beneficially own the approximately 3.0% of the outstanding shares of Common Stock beneficially owned by BRCM by virtue of his power to vote and dispose of such shares.
As of the close of business on December 31, 2015, BRC directly owned approximately 1.5% of the outstanding shares of Common Stock. Mr. Riley was deemed, as of December 31, 2015, to beneficially own the approximately 1.5% of the outstanding shares of Common Stock directly owned by BRC by virtue of his power to vote and dispose of such shares.
8 |
As of the close of business on December 31, 2015, the Robert Antin Children Trust directly owned less than 1% of the outstanding shares of Common Stock. Mr. Riley, as the Trustee of the Robert Antin Children Trust, may be deemed to beneficially own the less than 1% of the outstanding shares of Common Stock directly owned by the Robert Antin Children Trust by virtue of his power to vote and dispose of such shares.
As of the close of business on December 31, 2015, Mr. Riley held in his 401(k) less than 1% of the outstanding shares of Common Stock. The children’s custodial accounts of which Mr. Riley is Custodian held less than 1% of the outstanding shares of Common Stock.
Accordingly, as of December 31, 2015, Mr. Riley was deemed to beneficially own an aggregate of approximately 5.7% of the outstanding shares of Common Stock.
(c) | Number of shares as to which such person has: |
(i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
(ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
(iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
(iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
Item 5. 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. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
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.
9 |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
February 11, 2016 | BRC PARTNERS OPPORTUNITY FUND, LP | ||
By: | B. Riley Capital Management, LLC, | ||
its General Partner | |||
By: | /s/ Bryant R. Riley | ||
Name: | Bryant R. Riley | ||
Title: | Chief Executive Officer | ||
B. RILEY CAPITAL MANANGEMENT, LLC | |||
By: | /s/ Bryant R. Riley | ||
Name: | Bryant R. Riley | ||
Title: | Chief Executive Officer | ||
B. RILEY & CO., LLC | |||
By: | /s/ Bryant R. Riley | ||
Name: | Bryant R. Riley | ||
Title: | Chairman | ||
ROBERT ANTIN CHILDREN IRREVOCABLE TRUST DTD 1/1/01 | |||
By: | /s/ Bryant R. Riley | ||
Name: | Bryant R. Riley | ||
Title: | Trustee | ||
BRYANT RILEY | |||
By: | /s/ Bryant R. Riley | ||
Name: | Bryant R. Riley | ||
10 |