UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 8)

 

Synchronoss Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 par value

(Title of Class of Securities)

 

87157B103

(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 19, 2024

(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. 87157B103

 

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

1,043,044

 9

 

SOLE DISPOSITIVE POWER

0

 10

 

SHARED DISPOSITIVE POWER

1,043,044

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,043,044

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.6%*

14

TYPE OF REPORTING PERSON

HC

 

* Percent of class is calculated based on 10,818,169 shares of common stock, par value $0.0001 (the “Common Stock”), of Synchronoss Technologies, Inc. (the “Issuer”) outstanding as of August 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 9, 2024 (the “10-Q”).

 

2

 

 

CUSIP No. 87157B103

 

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

2,740

 9

 

SOLE DISPOSITIVE POWER

0

 10

 

SHARED DISPOSITIVE POWER

2,740

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,740

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.03%*

14

TYPE OF REPORTING PERSON

BD

 

*

Percent of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q.

 

3

 

 

CUSIP No. 87157B103

 

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

1,040,304

 9

 

SOLE DISPOSITIVE POWER

0

 10

 

SHARED DISPOSITIVE POWER

1,040,304

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,040,304

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.6%*

14

TYPE OF REPORTING PERSON

OO

 

* Percent of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q.

 

4

 

 

CUSIP No. 87157B103

 

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

50,615

 8

 

SHARED VOTING POWER

1,043,044

 9

 

SOLE DISPOSITIVE POWER

50,615

 10

 

SHARED DISPOSITIVE POWER

1,043,044

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,093,659

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.1%*

14

TYPE OF REPORTING PERSON

IN

 

* Percent of class is calculated based on 10,818,169 shares of Common Stock of the Issuer outstanding as of August 6, 2024, as reported by the Issuer in the 10-Q.

  

5

 

 

This Amendment No. 8 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2021, as amended by Amendment No. 1 filed on October 29, 2021, Amendment No. 2 filed on March 15, 2022, Amendment No. 3 filed on March 13, 2023, Amendment No. 4 filed on March 21, 2023, Amendment No. 5 filed on November 1, 2023, Amendment No. 6 filed on July 2, 2024, and Amendment No. 7 filed on August 14, 2024 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value $0.0001 per share (the “Common Stock” or “Shares”), of Synchronoss Technologies 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 5. INTEREST OF SECURITIES OF THE ISSUER.

 

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

 

(a) – (b)

 

  1. As of the date hereof, BRS beneficially owned directly 2,740 shares of Common Stock, representing 0.03% of the Issuer’s Common Stock. As of the date hereof, BRFI beneficially owned directly 1,040,304 shares of Common Stock, representing 9.6% of the Issuer’s Common Stock.
     
  2. BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI.

 

3.Bryant R. Riley may be deemed to indirectly beneficially own 50,615 shares of Common Stock representing 0.5% of the Issuer’s Common Stock, of which (i) 49,523 are held jointly with his wife, Carleen Riley, (ii) 273 are held as sole custodian for the benefit of Abigail Riley, (iii) 273 are held as sole custodian for the benefit of Charlie Riley, (iv) 273 are held as sole custodian for the benefit of Eloise Riley, and (v) 273 are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 1,043,044 shares of Common Stock, representing 9.6% of the Issuer’s Common Stock outstanding held directly by BRS and BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS and BRFI in each case except to the extent of his pecuniary interest therein.

 

6

 

 

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 21, 2024

 

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  
   
/s/ Bryant R. Riley  
Name: Bryant R. Riley  

 

7

 

 

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		   Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency   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

 

8

 

 

SCHEDULE B

 

Transactions within the Past 60 Days

 

Trade Date   Transaction   Amount of
Securities		     Price per
Share of
Common
Stock		     Reporting Person
8/7/2024   Sale     520     $ 11.20     BRF Investments, LLC
8/8/2024   Sale     40,578     $ 11.2417     BRF Investments, LLC
8/9/2024   Sale     57,466     $ 11.4494     BRF Investments, LLC
8/12/2024   Sale     30,867     $ 11.4784     BRF Investments, LLC
8/13/2024   Sale     51,774     $ 11.4877     BRF Investments, LLC
8/14/2024   Sale     61,690     $ 11.7337     BRF Investments, LLC
8/15/2024   Sale     55,473     $ 11.8851     BRF Investments, LLC
8/16/2024   Sale     23,290     $ 11.8267     BRF Investments, LLC
8/19/2024   Sale     40,713     $ 12.1226     BRF Investments, LLC
8/20/2024   Sale     8,437     $ 12.8244     BRF Investments, LLC

 

 

9

 

 

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