SCHEDULE 13D/A: B. Riley Entities Reduce Stake in Synchronoss Technologies Below 5%
Sentiment:
Beneficial Ownership Update
B. Riley Financial, B. Riley Securities, B. Riley Principal Investments, and Bryant R. Riley have collectively reduced their beneficial ownership in Synchronoss Technologies, Inc. to below 5%.
Worse than expectedThe reporting persons, a significant beneficial owner group, have reduced their aggregate stake in Synchronoss Technologies, Inc. to below 5%, indicating a divestment of a substantial portion of their previous holdings.
Summary
- This document is Amendment No. 11 to the Schedule 13D filing related to the Common Stock of Synchronoss Technologies, Inc. (the "Issuer").
- The reporting persons are B. Riley Financial, Inc. (BRF), B. Riley Securities, Inc. (BRS), B. Riley Principal Investments, LLC (BRPI), and Bryant R. Riley.
- As of March 18, 2025, the reporting persons collectively ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock.
- B. Riley Financial, Inc. beneficially owns 15,000 shares, representing 0.1% of the class.
- B. Riley Securities, Inc. beneficially owns 496,474 shares, representing 4.3% of the class.
- B. Riley Principal Investments, LLC beneficially owns 15,000 shares, representing 0.1% of the class.
- Bryant R. Riley beneficially owns 21,092 shares (6,092 sole voting/dispositive power, 15,000 shared via BRPI), representing 0.2% of the class.
- The percentage of class is calculated based on 11,490,918 shares of Common Stock outstanding as of March 7, 2025, as reported in the Issuer's Form 10-K.
- Transactions within the past 60 days primarily involved sales of Synchronoss Common Stock by B. Riley Securities, Inc., Bryant R. Riley, and B. Riley Principal Investments, LLC, with only two minor purchases by B. Riley Principal Investments, LLC.
- On March 11, 2025, B. Riley Financial, Inc. separated B. Riley Securities Holding, LLC (the parent company of BRS) from BRF, resulting in BRS establishing its own independent operating and governance structure.
Sentiment
Score: 4
Explanation: The document reports a significant reduction in beneficial ownership by a major financial group, which can be interpreted as a negative signal for the issuer's stock, although the filing itself is purely factual.
Negatives
- The B. Riley group, including B. Riley Financial, B. Riley Securities, B. Riley Principal Investments, and Bryant R. Riley, has significantly reduced its beneficial ownership in Synchronoss Technologies, Inc., falling below the 5% threshold, which may be perceived negatively by the market as a divestment by a major holder.
Future Outlook
NA
Management Comments
- "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Bryant Riley, Co-Chief Executive Officer of B. Riley Financial, Inc. and Authorized Signatory of B. Riley Principal Investments, LLC.
- "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Andrew Moore, Chief Executive Officer of B. Riley Securities, Inc.
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Organizational Restructuring | B. Riley Financial, Inc. separated B. Riley Securities Holding, LLC (the parent company of B. Riley Securities, Inc.) from B. Riley Financial, Inc. | March 11, 2025 | This resulted in B. Riley Securities, Inc. implementing its own operating and governance structure and establishing a board of directors independent from B. Riley Financial, Inc., which also impacted how B. Riley Financial reports its beneficial ownership of Synchronoss shares. |
Legal Proceedings
- None of the Reporting Persons nor any person listed on Schedule A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
- None of the Reporting Persons nor any person listed on Schedule A have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the last five years.
Related Party Transactions
- A Joint Filing Agreement was executed by B. Riley Financial, Inc., B. Riley Securities, Inc., B. Riley Principal Investments, LLC, and Bryant R. Riley for joint filing purposes.
- Bryant R. Riley's beneficial ownership includes 5,000 shares held jointly with his wife, Carleen Riley, and 273 shares each held as sole custodian for the benefit of Abigail Riley, Charlie Riley, Eloise Riley, and Susan Riley.
- Bryant R. Riley may also be deemed to indirectly beneficially own the 15,000 shares held directly by B. Riley Principal Investments, LLC.
Stakeholder Impact
- Shareholders of Synchronoss Technologies, Inc. may react to the reduction in beneficial ownership by a significant financial group, potentially influencing market perception and stock price.
Key Dates
| Date | Description |
|---|---|
| 2021-07-06 | Original Schedule 13D filed. |
| 2021-10-29 | Amendment No. 1 to Schedule 13D filed. |
| 2022-03-15 | Amendment No. 2 to Schedule 13D filed. |
| 2023-03-13 | Amendment No. 3 to Schedule 13D filed. |
| 2023-03-21 | Amendment No. 4 to Schedule 13D filed. |
| 2023-11-01 | Amendment No. 5 to Schedule 13D filed. |
| 2024-07-02 | Amendment No. 6 to Schedule 13D filed. |
| 2024-08-14 | Amendment No. 7 to Schedule 13D filed. |
| 2024-08-21 | Amendment No. 8 to Schedule 13D filed. |
| 2024-09-05 | Amendment No. 9 to Schedule 13D filed. |
| 2024-10-01 | Amendment No. 10 to Schedule 13D filed. |
| 2025-03-07 | Date as of which 11,490,918 shares of Common Stock were outstanding, as reported in the Issuer's 10-K. |
| 2025-03-10 | B. Riley Principal Investments, LLC purchased 23,510 shares at $7.5977 per share. |
| 2025-03-11 | B. Riley Principal Investments, LLC purchased 1,490 shares at $7.7480 per share. |
| 2025-03-11 | B. Riley Financial, Inc. effected a transaction to separate B. Riley Securities Holding, LLC from BRF. |
| 2025-03-12 | Bryant R. Riley sold 5,000 shares at $9.6343 per share. |
| 2025-03-12 | Issuer's Annual Report on Form 10-K filed with the SEC. |
| 2025-03-13 | B. Riley Securities, Inc. sold 26,437 shares at $10.2320 per share. |
| 2025-03-13 | Bryant R. Riley sold 2,000 shares at $10.0661 per share. |
| 2025-03-14 | B. Riley Securities, Inc. sold 58,736 shares at $10.6919 per share. |
| 2025-03-14 | Bryant R. Riley sold 2,000 shares at $10.6623 per share. |
| 2025-03-14 | Date of event which requires filing of this statement. |
| 2025-03-17 | B. Riley Securities, Inc. sold 116,466 shares at $11.8890 per share. |
| 2025-03-17 | Bryant R. Riley sold 5,000 shares at $11.8927 per share. |
| 2025-03-17 | B. Riley Principal Investments, LLC sold 10,000 shares at $12.0847 per share. |
| 2025-03-18 | B. Riley Securities, Inc. sold 58,060 shares at $12.6181 per share. |
| 2025-03-18 | Bryant R. Riley sold 15,423 shares at $12.1372 per share. |
| 2025-03-18 | Date of signing for the Joint Filing Agreement and the Schedule 13D/A. |
Keywords
Synchronoss Technologies Inc., B. Riley Financial Inc., B. Riley Securities Inc., B. Riley Principal Investments LLC, Bryant R. Riley, Schedule 13D/A, beneficial ownership, stock ownership, SEC filing, divestment
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