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Filing Details

Accession Number:: 0001144204-14-038829
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-20 18:02:09
Reporting Period:: 2014-05-19

Filing Date:: 2014-06-20
Accepted Time:: 2014-06-20 17:02:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1464790	Great American Group Inc.	GAMR	Services-Business Services, Nec (7389)	270223495

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1207269	R Bryant Riley	11100 Santa Monica Blvd., Suite 800 Los Angeles CA US 90025	Chairman And Ceo	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-06-18	3,751,264	$0.00	3,753,285	No	4	J	Direct
Common Stock	Disposition	2014-06-18	3,437	$0.00	0	No	4	J	Indirect	By B. Riley and Co., LLC
Common Stock	Acquisiton	2014-05-19	200,000	$5.00	200,000	No	4	P	Indirect	By the Robert Antin Children Irrevocable Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	J	Indirect	By B. Riley and Co., LLC
No	4	P	Indirect	By the Robert Antin Children Irrevocable Trust

Footnotes

The Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
The Reporting Person acquired 3,751,264 shares of common stock of Great American Group, Inc. in exchange for 1342.45 shares of common stock of B. Riley and Co. Inc. and 100% of the membership interests in Riley Investment Management LLC and B. Riley and Co. Holdings, LLC in connection with the acquisition of such entities by Great American Group, Inc. (the "Acquisition"). The Acquisition was effected pursuant to an acquisition agreement (the "Acquisition Agreement"), which was entered into on May 19, 2014, and placed a value on Great American Group, Inc.'s common stock of $5.00 per share. On June 18, 2014, the effective date of the first closing of the Acquisition, the closing price of Great American Group, Inc.'s common stock was $8.40 per share. Of the 3,751,264 shares issued to the Reporting Person in the Acquisition, 628,727 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the first closing of the Acquisition to serve as security for the indemnification obligations of the Reporting Person and the acquired entities pursuant to the Acquisition Agreement and any downward adjustment to the acquisition consideration as a result of the final working capital adjustment provided for in the Acquisition Agreement.
Shares were beneficially owned by B. Riley and Co., LLC, a wholly owned subsidiary of B. Riley and Co. Inc., and by the Reporting Person, as Chairman and majority indirect owner of B. Riley and Co., LLC. Effective upon the consummation of the Acquisition, B. Riley and Co., LLC became a wholly owned indirect subsidiary of Great American Group, Inc. and, as a result, all such shares were retired.
Held of record by the Robert Antin Children Irrevocable Trust Dtd 1/1/01 (the "Trust"). Mr. Riley, as Trustee may be deemed to beneficially own the shares held by the Trust.