SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RAVICH JESS M
(Last) (First) (Middle)
244 MADISON AVENUE, PMB #358
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALJ REGIONAL HOLDINGS INC [ ALJJ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 9,025,626 D
Common Stock 4,853,804 I By Exemption Trust under the Ravich Revocable Trust of 1989
Common Stock 1,484,677 I Held by Libra Securities Holdings, LLC
Common Stock 668,669 I Held through pension plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Participation Interests (1) 05/12/2020 11/28/2023 Common Stock 7,592,030(3) 7,592,030 D
Warrants (2) 04/07/2020 04/07/2025 Common Stock 69,611(4) 69,611 I Held by Ravich Permanent Partnership LLP
Warrants (2) 04/07/2020 04/07/2025 Common Stock 69,611(4) 69,611 I Held by Ravich Defined Benefit Plan
Warrants (2) 04/07/2020 04/07/2025 Common Stock 171,705(4) 171,705 I Held by Libra Securities Holdings, LLC
Stock Options (Right to Buy) $4 08/03/2015 08/02/2022 Common Stock 350,000 350,000 D
Warrants $1.8 07/30/2019 07/30/2021 Common Stock 199,800(6) 199,800 I Held through pension plan
Warrants $1.8 07/30/2019 07/30/2021 Common Stock 319,680(5) 319,680 I Held by Libra Securities Holdings, LLC
Warrants (7) 12/17/2019 12/17/2024 Common Stock 225,000(6) 225,000 I Held by Ravich Permanent Partnership LLP
Warrants (7) 12/17/2019 12/17/2024 Common Stock 225,000(8) 225,000 I Held by Ravich Defined Benefit Plan
Warrants (7) 12/17/2019 12/17/2024 Common Stock 555,000(8) 555,000 I Held by Libra Securities Holdings, LLC
Explanation of Responses:
1. The participation interests are convertible into common stock of ALJ Regional Holdings, Inc. (the "Issuer") at a price equal to the lower of $0.54004 or the 10-day trailing average closing price of the common stock of the Issuer on the six month anniversary of the date such participation interests are issued.
2. The warrants are exercisable at a price equal to the lower of $0.59 or the closing price of the common stock of the Issuer on the six month anniversary of the date such warrant is issued.
3. The participation interests were issued in consideration of Jess Ravich entering into an amendment to the Junior Participation (as defined below). The amount or number of shares underlying the participation interests is calculated based on an assumed conversion price of $0.54004.
4. The warrants were issued in consideration of such entity entering into an amendment to the Junior Participation (as defined below).
5. On July 30, 2019, Libra Securities Holdings, LLC ("Libra") and the Issuer entered into agreements under which Libra invested $1,728,000 in the Issuer and received 960,000 shares of the Issuer's common stock and a warrant to purchase 319,680 shares of the Issuer's common stock at an exercise price of $1.80 per share.
6. On July 30, 2019, Jess Ravich, through his pension plan (the "Pension Plan"), entered into agreements with the Issuer under which the Pension Plan invested $1,080,000 in the Issuer and received 600,000 shares of the Issuer's common stock and a warrant to purchase 199,800 shares of the Issuer's common stock at an exercise price of $1.80 per share.
7. The warrants are exercisable at a price equal to the lower of $1.20 or the 30 business day trailing average of the closing price of the Issuer's common stock on the six month anniversary of the date such warrant is first exercisable.
8. The warrants were issued in consideration of such entity purchasing its pro rata portion of $4.1 million of junior participation interests in the Issuer's term loan facility (the "Junior Participation").
/s/ Christopher Forrester, by Power of Attorney 05/14/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.