UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒  Rule 13d-1(b)

☐  Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).

SCHEDULE 13G

Item 1.

Item 2(a).

B. Riley Financial, Inc., a Delaware corporation (“BRF”),

B. Riley FBR, Inc., a Delaware corporation (“BRFBR”);

B. Riley Capital Management, LLC, a New York limited liability company (“BRCM”)

BRC Partners Management GP, LLC, a Delaware limited liability company (“BRPGP”); and

BRC Partners Opportunity Fund, L.P., a Delaware limited partnership (“BRPLP”)

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

The principal business address of each BRFBR, BRCM, BRPGP and BRPLP is: 

11100 Santa Monica Blvd. Suite 800 

Los Angeles, CA 90025

The principal place of business of BRF is: 

21255 Burbank Blvd. Suite 400 

Woodland Hills, CA 91367

BRF, BRFBR, BRPGP and BRPLP are organized under the laws of the State of Delaware. 

BRCM is organized under the laws of the State of New York.

Class A Common Stock, par value $0.01 (the “Common Stock”)

816120307

Item 4.  Ownership

As of the close of business on October 8, 2018, BRPLP beneficially owned 382,414 shares of Common Stock. BRPGP is the general partner of BRPLP. BRCM is an investment advisor to BRPLP. As a result, each of BRPGP and BRCM may be deemed to beneficially own the 382,414 shares of Common Stock owned directly by BRPLP.

As of the close of business on October 8, 2018, BRFBR, beneficially owns 2,236,659 shares of Common Stock.

As of the close of business on October 8, 2018, BRF as the parent company of BRFBR and BRCM may be deemed to beneficially own the 2,619,073 shares of Common Stock beneficially owned in the aggregate by BRCM and BRFBR.

The foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

As of the close of business on October 8, 2018, BPOF beneficially owns 1.5% of the outstanding shares of Common Stock. BRCM, as the investment advisor of BPOF may be deemed to beneficially own 1.5% of the outstanding shares of Common Stock, owned directly by BPOF.

As of the close of business on October 8, 2018, BRFBR, beneficially owns 8.7% of the outstanding shares of Common Stock.

As of the close of business on October 8, 2018, BRF as the parent company of BRFBR and BRCM may be deemed to beneficially own 10.2% of shares of outstanding shares of Common Stock, beneficially owned in the aggregate by BRCM and BRFBR.

These percentages are based on a total of 25,655,023 shares of Common Stock outstanding as of August 31, 2018, as disclosed in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on September 6, 2018.

The foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

(i)         Sole power to vote or to direct the vote: See cover page Items 5-9.

(ii)       Shared power to vote or to direct the vote: See cover page Items 5-9.

(iii)      Sole power to dispose or to direct the disposition of: See cover page Items 5-9.

(iv)       Shared power to dispose or to direct the disposition of: See cover page Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

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.

Dated:  October 8, 2018

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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