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 16, 2017
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. 3)
Sysorex Global Holdings Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
87184N203
(CUSIP Number)
December 31, 2016
(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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
- 0 - |
|
| 7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
| 8 |
SHARED DISPOSITIVE POWER
- 0 - |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
| 12 |
TYPE OF REPORTING PERSON*
PN |
| 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 |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
- 0 - |
|
| 7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
| 8 |
SHARED DISPOSITIVE POWER
- 0 - |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
| 12 |
TYPE OF REPORTING PERSON*
IA |
| 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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
796,707 |
|
| 7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
| 8 |
SHARED DISPOSITIVE POWER
796,707 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,707 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.98% |
| 12 |
TYPE OF REPORTING PERSON*
BD |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B. Riley Financial, Inc. |
| 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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
796,707 |
|
| 7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
| 8 |
SHARED DISPOSITIVE POWER
796,707 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,707 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.98% |
| 12 |
TYPE OF REPORTING PERSON*
CO |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Antin Children Irrevocable Trust Dtd 1/1/01 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
- 0 - |
| 6 |
SHARED VOTING POWER
50,000 |
|
| 7 |
SOLE DISPOSITIVE POWER
- 0 - |
|
| 8 |
SHARED DISPOSITIVE POWER
50,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.19% |
| 12 |
TYPE OF REPORTING PERSON*
OO |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bryant R. Riley |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
80,000 |
| 6 |
SHARED VOTING POWER
50,000 |
|
| 7 |
SOLE DISPOSITIVE POWER
80,000 |
|
| 8 |
SHARED DISPOSITIVE POWER
50,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.49% |
| 12 |
TYPE OF REPORTING PERSON*
IN |
| 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”)
B. Riley Financial, Inc., a Delaware corporation (“BRF”)
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
The principal place of business of BRF is:
21255 Burbank Blvd. Suite 400
Woodland Hills, CA 91367
| Item 2(c). | Citizenship: |
BPOF, BRC and BRF 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: ____ |
| Item 4. | Ownership |
| Effective February 9, 2016, the delegation of authority granting Bryant R. Riley certain voting, dispositive and other investment powers with the respect to the securities held by BRC was revoked by B. Riley Financial, Inc. Accordingly such voting, dispositive and other investment powers which were previously vested in Mr. Riley have reverted back to B. Riley Financial, Inc. Accordingly, B. Riley Financial, Inc. may be deemed to beneficially own the shares of Common Stock beneficially owned by BRC |
| (a) | Amount beneficially owned: |
As of the close of business on December 31, 2016, BRC directly owned 796,707 shares of Common Stock. BRF, as the parent company of BRC, may be deemed to own the 796,707 shares of Common Stock owned by BRC.
As of the close of business on December 31, 2016, the Robert Antin Children Trust directly owned 50,000 shares of Common Stock. Mr. Riley, as the Trustee of the Robert Antin Children Trust, may be deemed to beneficially own the 50,000 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, 2016, Mr. Riley directly owned 80,000 shares of Common Stock in his 401(k) plan.
Accordingly, as of the close of business on December 31, 2016, Mr. Riley may be deemed to own the aggregate of 130,000 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 26,709,460 shares of Common Stock outstanding as of November 11, 2016, as reported in the Issuer’s Form 10-Q filed with the SEC on November 16, 2016.
As of the close of business on December 31, 2016, BRC directly owned approximately 2.98% of the outstanding shares of Common Stock. BRF, as the parent company of BRC, may be deemed to beneficially own approximately 2.98% of the outstanding shares of Common Stock owned by BRC.
As of the close of business on December 31, 2016, the Robert Antin Children Trust directly owned approximately 0.19% of the outstanding shares of Common Stock. Mr. Riley, as the Trustee of the Robert Antin Children Trust, may be deemed to beneficially own 0.19% of the outstanding shares of Common Stock by virtue of his power to vote and dispose of such shares.
As of the close of business on December 31, 2016, Mr. Riley directly owned approximately 0.30% of the outstanding shares of Common Stock. Accordingly, Mr. Riley may be deemed to own the aggregate of 0.49% shares 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. x
| 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.
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.
| Dated: February 15, 2017 | 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 MANAGEMENT, 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 | |
| B. RILEY FINANCIAL, INC | ||
| By: | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |
| Title: | Chief Executive Officer | |
| ROBERT ANTIN CHILDREN IRREVOCABLE TRUST DTD 1/1/01 | ||
| By: | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |
| Title: | Trustee | |
|
BRYANT R. RILEY |
||
| By: | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |