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Ravich Jess M – ‘4’ for 3/12/20 re: Alj Regional Holdings Inc.

On:  Monday, 3/16/20, at 5:28pm ET   ·   For:  3/12/20   ·   Accession #:  947871-20-221   ·   File #:  1-37689

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/16/20  Ravich Jess M                     4                      1:14K  Alj Regional Holdings Inc.        Shearman & Sterling LLP

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- ownership.xml/3.6                    




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RAVICH JESS M

(Last)(First)(Middle)
244 MADISON AVENUE, PMB #358

(Street)
NEW YORKNY10016

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ALJ REGIONAL HOLDINGS INC [ ALJJ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
3/12/20
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 3/13/20A 14,419A$0.74939,057,626D
Common Stock 3/12/20A 29,200A$0.74979,043,207D
Common Stock 4,853,804IBy Exemption Trust under the Ravich Revocable Trust of 1989
Common Stock 1,484,677IHeld by Libra Securities Holdings, LLC
Common Stock 668,669IHeld through pension plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$4 8/3/15 8/2/22Common Stock350,000 350,000D
Warrants$1.8 7/30/19 7/30/21Common Stock199,800 (2) 199,800IHeld through pension plan
Warrants$1.8 7/30/19 7/30/21Common Stock319,680 (1) 319,680IHeld by Libra Securities Holdings, LLC
Warrants (3) 12/17/19 12/17/24Common Stock225,000 (4) 225,000IHeld by Ravich Permanent Partnership LLP
Warrants (3) 12/17/19 12/17/24Common Stock225,000 (4) 225,000IHeld by Ravich Defined Benefit Plan
Warrants (3) 12/17/19 12/17/24Common Stock225,000 (4) 225,000IHeld by Ravich Children Permanent Trust
Warrants (3) 12/17/19 12/17/24Common Stock555,000 (4) 555,000IHeld by Libra Securities Holdings, LLC
Explanation of Responses:
(1)  On July 30, 2019, Libra Securities Holdings, LLC ("Libra") and ALJ Regional Holdings, Inc. (the "Issuer") entered into agreements under which Libra invested $1,728,000 in the Issuer and received 960,000 shares of the Issuer's common stock and a warrant to purchase 319,680 shares of the Issuer's common stock at an exercise price of $1.80 per share.
(2)  On July 30, 2019, Jess Ravich, through his pension plan (the "Pension Plan"), entered into agreements with the Issuer under which the Pension Plan invested $1,080,000 in the Issuer and received 600,000 shares of the Issuer's common stock and a warrant to purchase 199,800 shares of the Issuer's common stock at an exercise price of $1.80 per share.
(3)  The warrants are exercisable at a price equal to the lower of $1.20 or the 30 business day trailing average of the closing price of the Issuer's common stock on the six month anniversary of the date such warrant is first exercisable.
(4)  The warrants were issued in consideration of such entity purchasing its pro rata portion of $4.1 million of junior participation interests in the Issuer's term loan facility.
/s/ Christopher Forrester, by Power of Attorney 3/16/20
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Code:
    A    Grant, award or other acquisition pursuant to Rule 16b-3(d).

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