Form SC 13D/A Charah Solutions, Inc. Filed by: B. Riley Financial, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Charah Solutions, Inc.
(Name of Issuer)
Common Stock, par value $0.01 par value
(Title of Class of Securities)
15957P105
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90025
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 17, 2023
(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. 15957P105 |
| 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
127,960 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
127,960 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,960 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%* | |
| 14. |
TYPE OF REPORTING PERSON
HC |
| * | Percent of class is calculated based on 3,372,170 shares of common stock, par value $0.01 (the “Common Stock”), of Charah Solutions, Inc. (the “Issuer”) outstanding as of December 29, 2022, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2022 (the “8-K”) reflecting a reverse stock split. |
2
| 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
127,960 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
127,960 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,960 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%* | |
| 14. |
TYPE OF REPORTING PERSON
BD |
| * | Percent of class is calculated based on 3,372,170 shares of Common Stock of the Issuer outstanding as of December 29, 2022, as reported by the Issuer in the 8-K reflecting a reverse stock split. |
3
| 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
0 | ||
| 8 |
SHARED VOTING POWER
127,960 | |||
| 9 |
SOLE DISPOSITIVE POWER
0 | |||
| 10 |
SHARED DISPOSITIVE POWER
127,960 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,960 | |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%* | |
| 14. |
TYPE OF REPORTING PERSON
IN |
| * | Percent of class is calculated based on 3,372,170 shares of Common Stock of the Issuer outstanding as of December 29, 2022, as reported by the Issuer in the 8-K reflecting a reverse stock split. |
4
This Amendment No. 1 (the “Amendment”) hereby amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2021 (the “Schedule 13D”), relating to the shares of Common Stock of Charah Solutions, Inc., a Delaware corporation (the “Issuer”). 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 5. INTEREST OF SECURITIES OF THE ISSUER.
Item 5, Sections (a) and (b) and (e) of the Schedule 13D, and Schedules A and B are hereby amended and restated as follows:
(a) – (b)
| 1. | As of the date hereof, BRS beneficially owned directly 127,960 shares of Common Stock, representing 3.8% of the Issuer’s Common Stock. |
| 2. | BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS. |
| 3. | Bryant R. Riley may beneficially own 127,960 shares of Common Stock, representing 3.8% of the Issuer’s Common Stock outstanding and held directly by BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS except to the extent of his pecuniary interest therein. |
| (e) | As of April 17, 2023, the Reporting Persons ceased to be the beneficial owner of more than five percent of the class of securities. |
5
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: April 18, 2023
| 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 | |
| /s/ Bryant R. Riley | ||
| Name: | Bryant R. Riley | |
6
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 Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; 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.; Co-Executive Chairman of B. Riley Securities, 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 | |||
| 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. |
United States | |||
| Randall E. Paulson Director |
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm |
11100 Santa Monica Blvd. |
United States | |||
| Michael J. Sheldon Director |
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired |
11100 Santa Monica Blvd. |
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 |
7
SCHEDULE B
Transactions within the Past 60 Days
| Trade Date | Transaction | Amount of Securities | Price | Reporting Person | ||||||||
| 2/28/2023 | Sale | 3,535 | $ | 5.6759 | B. Riley Securities, Inc. | |||||||
| 3/1/2023 | Sale | 9,328 | $ | 5.4442 | B. Riley Securities, Inc. | |||||||
| 3/2/2023 | Sale | 1,949 | $ | 5.2830 | B. Riley Securities, Inc. | |||||||
| 3/3/2023 | Sale | 9,042 | $ | 5.2005 | B. Riley Securities, Inc. | |||||||
| 3/6/2023 | Sale | 1,938 | $ | 5.2086 | B. Riley Securities, Inc. | |||||||
| 3/7/2023 | Sale | 115 | $ | 5.1035 | B. Riley Securities, Inc. | |||||||
| 3/13/2023 | Sale | 100 | $ | 4.60 | B. Riley Securities, Inc. | |||||||
| 4/17/2023 | Sale | 134,921 | $ | 5.6731 | B. Riley Securities, Inc. | |||||||
8
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