Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 10)

 

Synchronoss Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 par value

(Title of Class of Securities)

 

87157B103

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Boulevard, Suite 800

Los Angeles, CA 90025

[phone] 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 27, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

CUSIP No. 87157B103

 

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 742,371
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 742,371

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 742,371
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%*
14	TYPE OF REPORTING PERSON HC

 

*

Percent of class is calculated based on 10,818,169 shares of common stock, par value $0.0001 (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Issuer”) outstanding as of August 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2024 (the “10-Q”).

 

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CUSIP No. 87157B103

 

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 2,740
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,740

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,740
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03%*
14	TYPE OF REPORTING PERSON BD

 

*	Percent of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q.

 

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CUSIP No. 87157B103

 

1	NAME OF REPORTING PERSONS BRF Investments, LLC
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 739,631
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 739,631

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 739,631
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%*
14	TYPE OF REPORTING PERSON OO

 

*	Percent of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q.

 

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CUSIP No. 87157B103

 

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 35,515
	8	SHARED VOTING POWER 742,371
	9	SOLE DISPOSITIVE POWER 35,515
	10	SHARED DISPOSITIVE POWER 742,371

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 777,886
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%*
14	TYPE OF REPORTING PERSON IN

 

*	Percent of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q.

  

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This Amendment No. 10 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2021, as amended by Amendment No. 1 filed on October 29, 2021, Amendment No. 2 filed on March 15, 2022, Amendment No. 3 filed on March 13, 2023, Amendment No. 4 filed on March 21, 2023, Amendment No. 5 filed on November 1, 2023, Amendment No. 6 filed on July 2, 2024, Amendment No. 7 filed on August 14, 2024, Amendment No. 8 filed on August 21, 2024, and Amendment No. 9 filed on September 5, 2024 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Synchronoss Technologies Inc., a Delaware corporation (the “Issuer or “Company”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

 

(a) – (b)

 

	1.	As of the date hereof, BRS beneficially owned directly 2,740 shares of Common Stock, representing 0.03% of the Issuer’s Common Stock. As of the date hereof, BRFI beneficially owned directly 739,631 shares of Common Stock, representing 6.8% of the Issuer’s Common Stock.
	2.	BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI.

 

3.

Bryant R. Riley may be deemed to indirectly beneficially own 35,515 shares of Common Stock representing 0.3% of the Issuer’s Common Stock, of which (i) 34,423 are held jointly with his wife, Carleen Riley, (ii) 273 are held as sole custodian for the benefit of Abigail Riley, (iii) 273 are held as sole custodian for the benefit of Charlie Riley, (iv) 273 are held as sole custodian for the benefit of Eloise Riley, and (v) 273 are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 742,371 shares of Common Stock, representing 6.9% of the Issuer’s Common Stock outstanding held directly by BRS and BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS and BRFI in each case except to the extent of his pecuniary interest therein.

 

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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: October 1, 2024

 

B. RILEY FINANCIAL, INC.
/s/ Bryant Riley
Name: Bryant Riley
Title: Co-Chief Executive Officer
B. RILEY SECURITIES, INC.
/s/ Andrew Moore
Name: Andrew Moore
Title: Chief Executive Officer
BRF INVESTMENTS, LLC
/s/ Phillip Ahn
Name: Phillip Ahn
Title: Authorized Signatory
/s/ Bryant R. Riley
Name: Bryant R. Riley

 

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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		Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.; Chief Executive Officer and Board of Managers of B. Riley Capital Management, LLC; and Co-Executive Chairman and Director of B. Riley Securities, 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.; Co-Executive Chairman and Director of B. Riley Securities, Inc.; and President and Board of Managers 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
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
Robert L. Antin 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
Tammy Brandt Director		Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Robert D’Agostino Director		President of Q-mation, Inc., a supplier of software solutions		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Renée E. LaBran Director		Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund		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 Walters Director		U.S. Representative from California’s 45th Congressional District – Retired		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States

 

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SCHEDULE B

 

Transactions within the Past 60 Days

 

Trade Date		Transaction		Amount of Securities				Price per Share of Common Stock				Reporting Person
8/7/2024		Sale			520			$	11.2000			BRF Investments, LLC
8/8/2024		Sale			40,578			$	11.2417			BRF Investments, LLC
8/9/2024		Sale			57,466			$	11.4494			BRF Investments, LLC
8/12/2024		Sale			30,867			$	11.4784			BRF Investments, LLC
8/13/2024		Sale			51,774			$	11.4877			BRF Investments, LLC
8/14/2024		Sale			61,690			$	11.7337			BRF Investments, LLC
8/15/2024		Sale			55,473			$	11.8851			BRF Investments, LLC
8/16/2024		Sale			23,290			$	11.8267			BRF Investments, LLC
8/19/2024		Sale			40,713			$	12.1226			BRF Investments, LLC
8/20/2024		Sale			8,437			$	12.8244			BRF Investments, LLC
8/21/2024		Sale			3,699			$	12.8000			BRF Investments, LLC
8/22/2024		Sale			74			$	12.8000			BRF Investments, LLC
8/23/2024		Sale			9,819			$	12.8194			BRF Investments, LLC
8/26/2024		Sale			32,678			$	12.8368			BRF Investments, LLC
8/27/2024		Sale			13,525			$	12.8212			BRF Investments, LLC
8/28/2024		Sale			25,279			$	14.0169			BRF Investments, LLC
8/29/2024		Sale			11,213			$	14.4244			Bryant R. Riley
8/30/2024		Sale			3,887			$	14.4290			Bryant R. Riley
9/3/2024		Sale			25,852			$	14.8866			BRF Investments, LLC
9/4/2024		Sale			10,706			$	14.8346			BRF Investments, LLC
9/5/2024		Sale			1,337			$	14.7642			BRF Investments, LLC
9/9/2024		Sale			3,121			$	13.8039			BRF Investments, LLC
9/10/2024		Sale			7,977			$	13.8109			BRF Investments, LLC
9/11/2024		Sale			6,589			$	13.8276			BRF Investments, LLC
9/12/2024		Sale			1,551			$	13.8027			BRF Investments, LLC
9/13/2024		Sale			762			$	13.8397			BRF Investments, LLC
9/20/2024		Sale			3,916			$	13.5091			BRF Investments, LLC
9/23/2024		Sale			2,703			$	13.5003			BRF Investments, LLC
9/25/2024		Sale			2,764			$	13.5002			BRF Investments, LLC
9/26/2024		Sale			3,018			$	13.5002			BRF Investments, LLC
9/27/2024		Sale			114,218			$	14.3605			BRF Investments, LLC
9/30/2024		Sale			20,234			$	14.8159			BRF Investments, LLC
10/1/2024		Sale			10,851			$	14.8793			BRF Investments, LLC

 

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