(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
|
|
|
|
|
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CUSIP
No. 747906501
|
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
8,547,611
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
8,547,611
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,547,611
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%*
|
14.
|
|
TYPE
OF REPORTING PERSON
HC
|
|
*
|
Percent
of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on Form 424B2 filed with
the Securities and Exchange Commission on February 4, 2021 (the “prospectus supplement”).
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CUSIP
No. 747906501
|
1
|
|
NAME
OF REPORTING PERSONS
B.
Riley Capital Management, LLC
|
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
New
York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE
VOTING POWER
0
|
|
8
|
|
SHARED
VOTING POWER
2,558,511
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
2,558,511
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,558,511
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%*
|
14.
|
|
TYPE
OF REPORTING PERSON
IA
|
|
*
|
Percent
of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement.
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|
|
|
|
|
|
|
CUSIP
No. 747906501
|
1
|
|
NAME
OF REPORTING PERSONS
BRC
Partners Management GP, LLC
|
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
2,558,511
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
2,558,511
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,558,511
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%*
|
14.
|
|
TYPE
OF REPORTING PERSON
OO
|
|
*
|
Percent
of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement.
|
|
|
|
|
|
|
|
CUSIP
No. 747906501
|
1
|
|
NAME
OF REPORTING PERSONS
BRC
Partners Opportunity Fund, L.P.
|
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
2,558,511
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
2,558,511
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,558,511
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%*
|
14.
|
|
TYPE
OF REPORTING PERSON
PN
|
|
*
|
Percent
of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement.
|
|
|
|
|
|
|
|
CUSIP
No. 747906501
|
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
5,989,100
|
|
9
|
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
|
SHARED
DISPOSITIVE POWER
5,989,100
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,989,100
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%*
|
14.
|
|
TYPE
OF REPORTING PERSON
BD
|
|
*
|
Percent
of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement.
|
|
|
|
|
|
|
|
CUSIP
No. 747906501
|
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
95,740
|
|
8
|
|
SHARED
VOTING POWER
8,547,611
|
|
9
|
|
SOLE
DISPOSITIVE POWER
95,740
|
|
10
|
|
SHARED
DISPOSITIVE POWER
8,547,611
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,643,351
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%*
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
*
|
Percent
of class is calculated based on 54,692,404 shares of Common Stock outstanding as reported by the Issuer on the prospectus supplement.
|
Preliminary
Statement:
This Amendment No. 2 (the “Amendment”)
hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April
6, 2020, as amended by Amendment No. 1 to Scheduled 13D, filed with the SEC on April 28, 2020 (as so amended, the “Schedule
13D”), relating to shares of Common Stock of Quantum Corporation, a Delaware corporation (the “Issuer” or “Company”).
Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as otherwise
described herein, the information contained in the Schedule 13D remains in effect.
ITEM 2.
|
IDENTITY AND
BACKGROUND
|
Item 2 of the Schedule 13D is hereby
amended and restated in its entirety as follows:
This Schedule 13D is being filed by the following
persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
(1)
|
B. Riley Financial, Inc. (“BRF”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRF is serving as a holding company. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the executive officers and directors of BRF. To the best of BRF’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required to be disclosed herein.
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|
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(2)
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BRC Partners Opportunity Fund, L.P. (“BRPLP”) is a Delaware limited partnership with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRPLP is investing in securities.
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|
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(3)
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B. Riley Capital Management, LLC (“BRCM”) is a New York limited liability company with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRCM is acting as a registered investment advisor to various clients, including BRPLP.
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|
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(4)
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BRC Partners Management GP, LLC (“BRPGP”) is a Delaware limited liability company with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRPGP is serving as a general partner of hedge funds.
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|
|
(5)
|
B. Riley Securities, Inc. (“BRS”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRS is serving as a broker dealer.
|
|
|
(6)
|
The address of the business office of Bryant R. Riley is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. Bryant R. Riley, an individual, is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF.
|
During the last five years, none of the
Reporting Persons nor any person listed on Schedule A have been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 4.
|
PURPOSE OF TRANSACTION
|
Item 4 of the Schedule 13D is hereby
amended to add the following:
On February 4, 2021, the Issuer reported
on Form 424B2 a change in the total shares of common stock outstanding, resulting in a reportable change in the ownership percentage
of the Reporting Persons.
ITEM 5.
|
INTEREST OF SECURITIES OF THE ISSUER.
|
Item 5, Sections (a) and (b) of the Schedule 13D, and Schedules
A and B are hereby amended and restated as follows:
(a) - (b)
1. As
of the date hereof, BRPLP beneficially owned directly 2,558,511 shares of Common Stock representing 4.7% of the Issuer’s
Common Stock, and BRS beneficially owned directly 5,989,100 shares of Common Stock, representing 11.0% of the Issuer’s Common
Stock.
2. 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.
3. BRF
is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS.
4. Bryant
R. Riley may beneficially own 95,740 shares of Common Stock representing 0.2% of the Issuer’s Common Stock, of which (i)
10,199 shares are held as sole custodian for the benefit of Abigail Riley, (ii) 10,199 shares are held as sole custodian for the
benefit of Charlie Riley, (iii) 10,198 shares are held as sole custodian for the benefit of Eloise Riley, (iv) 10,200 shares are
held as sole custodian for the benefit of Susan Riley, and (v) 54,944 shares are held as sole trustee of the Robert Antin Children
Irrevocable Trust. Bryant R. Riley may also beneficially own the 8,547,611 shares of Common Stock, representing 15.6% of the Issuer’s
Common Stock, held directly by BRF, BRPLP or BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial
ownership of the shares held by BRF, BRPLP and BRS, or the Robert Antin Children Irrevocable Trust in each case except to the extent
of his pecuniary interest therein.
Each of the Reporting Persons, as a member of a “group”
with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the securities
of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting
Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer it does not
directly own or control. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein
except to the extent of such Reporting Person’s pecuniary interest therein.
As of the date hereof, each of BRPLP, BRPGP, BRCM and BRF have
shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly
by BRPLP.
As of the date hereof, each of BRS and BRF have shared power
to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRS.
ITEM
7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
|
*
|
Filed herewith and replaces Exhibit 1 filed with the Schedule
13D filed with the Securities and Exchange Commission on April 28, 2020.
|
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:
February 8, 2021
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B. RILEY FINANCIAL, INC.
|
|
|
|
By:
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/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Co-Chief Executive Officer
|
|
|
|
B. RILEY CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Chief Executive Officer
|
|
|
|
BRC PARTNERS MANAGEMENT GP, LLC
|
|
|
|
By:
|
B. Riley Capital Management, LLC, its sole member
|
|
|
|
|
By:
|
/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Chief Executive Officer
|
|
|
|
BRC PARTNERS OPPORTUNITY FUND, L.P.
|
|
|
|
By:
|
/s/ Bryant R. Riley
|
|
Name:
|
Bryant R. Riley
|
|
Title:
|
Chief Investment Officer
|
|
|
|
B. RILEY SECURITIES, INC.
|
|
|
|
By:
|
/s/ Andrew Moore
|
|
Name:
|
Andrew Moore
|
|
Title:
|
Chief Executive Officer
|
|
|
|
BRYANT R. RILEY
|
|
|
|
By:
|
/s/ Bryant R. Riley
|
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 Investment Officer of BRC Partners Opportunity
Fund, LP; Chief Executive Officer of B. Riley Capital Management, LLC; 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.; 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
|
Daniel Shribman1
Chief Investment Officer
|
|
Chief Investment Officer of B. Riley Financial, Inc.;
and President of B. Riley Principal Investments, LLC
|
|
299 Park Avenue, 21st Floor
New York, NY 10171
|
|
United States
|
Robert L. Antin2
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
|
Robert D’Agostino3
Director
|
|
President of Q-mation, Inc., a supplier of software solutions
|
|
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 K. 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
|
|
1
|
As of the close of business on the date hereof, Daniel
Shribman directly owned 95,238 shares of Common Stock. The aggregate purchase price of the 95,238 shares of Common Stock that
were purchased by Mr. Shribman with personal funds is approximately $200,000. Mr. Shribman has the sole power to vote and dispose
of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale
of, such Common Stock.
|
|
2
|
As of the close of business on the date hereof, Robert
Antin directly owned 30,915 shares of Common Stock. The aggregate purchase price of the 30,915 shares of Common Stock that were
purchased by Mr. Antin with personal funds is approximately $77,288. Mr. Antin has the sole power to vote and dispose of such
Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such
Common Stock.
|
|
3
|
As of the close of business on the date hereof, Robert
D’Agostino directly owned 40,739 shares of Common Stock. The aggregate purchase price of the 40,739 shares of Common Stock
that were purchased by Mr. D’Agostino with personal funds is approximately $81,228. Mr. D’Agostino has the sole power
to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such Common Stock.
|
11