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Form SC 13D/A Lazydays Holdings, Inc. Filed by: B. Riley Financial, Inc.

August 15, 2022 6:00 PM EDT

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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. 3)

 

Lazydays Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 par value

(Title of Class of Securities)

 

52110H100

(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)

 

August 8, 2022

(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. 52110H100

 

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

 

1,757,961

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

1,757,961

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,757,961

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.0%*

14.  

TYPE OF REPORTING PERSON

 

HC

 

*Percent of class is based on 10,954,074 shares of common stock, par value $0.0001 (the “Common Stock”), of Lazydays Holdings, Inc. (the “Issuer”) outstanding as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on August 8, 2022 (the “10-Q”).

 

2

 

 

CUSIP No. 52110H100

 

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

 

811,507

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

811,507

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

811,507

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.4%*

14.  

TYPE OF REPORTING PERSON

 

BD

 

*Percent of class is based on 10,954,074 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q.

 

3

 

 

CUSIP No. 52110H100

 

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

 

698,791

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

698,791

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

698,791

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.4%*

14.  

TYPE OF REPORTING PERSON

 

OO

 

*Percent of class is based on 10,954,074 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q.

 

4

 

 

CUSIP No. 52110H100

 

1   

NAME OF REPORTING PERSONS

 

B. Riley Principal 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

 

247,663

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

247,663

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

247,663

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐ 

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.3%*

14.  

TYPE OF REPORTING PERSON

 

OO

 

*Percent of class is based on 10,954,074 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q.

 

5

 

 

CUSIP No. 52110H100

 

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

 

1,757,961

  9  

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

1,757,961

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,757,961

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.0%*

14.  

TYPE OF REPORTING PERSON

 

IN

 

*Percent of class is based on 10,954,074 shares of the Common Stock of the Issuer outstanding as reported by the Issuer in the 10-Q.

 

6

 

 

This Amendment No. 3 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2022, as amended by Amendment No. 1 filed on June 7, 2022, and as amended by Amendment No. 2 filed on July 7, 2022 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Lazydays Holdings, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 is hereby amended to add the following:

 

(6)The aggregate purchase price of the additional 12,082 shares of Common Stock beneficially owned by BRS was approximately $144,216. The source of funds for acquiring the securities described herein that are directly owned by BRS was the working capital of BRS.

 

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

 

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

  

(a) – (b)

 

1.As of the date hereof, BRS beneficially owned directly 811,507 shares of Common Stock, representing 7.4% of the Issuer’s Common Stock. BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock held by BRS.

 

  2. As of the date hereof, BRFI beneficially owned directly 698,791 shares of Common Stock, representing 6.4% of the Issuer’s Common Stock. BRF is the parent company of BRFI. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock held by BRFI.
     
  3. As of the date hereof, BRPI beneficially owned directly 247,663 shares of Common Stock, representing 2.3% of the Issuer’s Common Stock. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the shares of Common Stock held by BRPI.

 

4.As of the date hereof, Bryant R. Riley may beneficially own 1,757,961 shares of Common Stock, representing 16.0% of the Issuer’s Common Stock outstanding and held directly by BRS, BRFI or BRPI in the manner specified in the paragraphs above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS, BRFI and BRPI except to the extent of his pecuniary interest therein.

 

7

 

 

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: August 15, 2022

 

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  
   
B. RILEY PRINCIPAL INVESTMENTS, LLC  
   
/s/ Kenneth Young  
Name: Kenneth Young  
Title: Chief Executive Officer  
   
/s/ Bryant R. Riley  
Name: Bryant R. Riley  

 

8

 

 

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
  Chief Legal Officer, Head of Business and Legal Affairs at FaZe Clan Inc.; a leading gaming, lifestyle, and media platform   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
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

 

 

 

 

SCHEDULE B

 

Transactions within the Past 60 Days

  

Trade Date  Transaction  Amount of
Securities
   Price   Reporting Person
6/17/2022  Purchase   15,768   $12.732   B. Riley Principal Investments, LLC
6/21/2022  Purchase   20,000   $12.6555   B. Riley Principal Investments, LLC
6/22/2022  Purchase   19,024   $12.2971   B. Riley Principal Investments, LLC
6/27/2022  Purchase   12,990   $12.327   B. Riley Principal Investments, LLC
6/28/2022  Purchase   38,667   $12.1615   B. Riley Principal Investments, LLC
6/29/2022  Purchase   36,333   $11.828   B. Riley Principal Investments, LLC
7/1/2022  Purchase   7,754   $11.4586   B. Riley Principal Investments, LLC
7/7/2022  Purchase   30   $11.4987   B. Riley Securities, Inc.
7/11/2022  Purchase   1,925   $11.50   B. Riley Securities, Inc.
7/12/2022  Purchase   2,600   $11.50   B. Riley Securities, Inc.
7/14/2022  Purchase   7,527   $12.2006   B. Riley Securities, Inc.

 

 

 

 

 



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