(Amendment No. 4)*
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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
1
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Names of Reporting Persons
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B. Riley Financial, Inc.
|
2
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Check the appropriate box if a member of a Group (see instructions)
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(a) ☐
(b) ☐
|
3
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Sec Use Only
|
|
4
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Citizenship or Place of Organization
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DE
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Number of Shares Beneficially Owned by Each
Reporting Person With:
|
5
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Sole Voting Power
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0
|
6
|
Shared Voting Power
|
1,387,626
|
7
|
Sole Dispositive Power
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0
|
8
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Shared Dispositive Power
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1,387,626
|
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,387,626
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
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3.8%
|
12
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Type of Reporting Person (See Instructions)
|
CO
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1
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Names of Reporting Persons
|
B. Riley Securities, Inc.
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
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Citizenship or Place of Organization
|
DE
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Number of Shares Beneficially Owned by Each
Reporting Person With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
591,128
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
591,128
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
591,128
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
|
☐
|
11
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Percent of class represented by amount in row (9)
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1.6%
|
12
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Type of Reporting Person (See Instructions)
|
BD
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1
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Names of Reporting Persons
|
BRF Investments, LLC
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
|
Sec Use Only
|
|
4
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Citizenship or Place of Organization
|
DE
|
Number of Shares Beneficially Owned by Each
Reporting Person With:
|
5
|
Sole Voting Power
|
0
|
6
|
Shared Voting Power
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796,498
|
7
|
Sole Dispositive Power
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0
|
8
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Shared Dispositive Power
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796,498
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
796,498
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
|
☐
|
11
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Percent of class represented by amount in row (9)
|
2.2%
|
12
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Type of Reporting Person (See Instructions)
|
OO
|
1
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Names of Reporting Persons
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Bryant R. Riley
|
2
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Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☐
|
3
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Sec Use Only
|
|
4
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Citizenship or Place of Organization
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United States of America
|
Number of Shares Beneficially Owned by Each
Reporting Person With:
|
5
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Sole Voting Power
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72,337
|
6
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Shared Voting Power
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1,387,626
|
7
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Sole Dispositive Power
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72,337
|
8
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Shared Dispositive Power
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1,387,626
|
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
|
1,459,963
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
|
☐
|
11
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Percent of class represented by amount in row (9)
|
4.0%
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12
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Type of Reporting Person (See Instructions)
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IN
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Item 1.
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(a)
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Name of Issuer: Global Ship Lease, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices: Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro 1T MH96960
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Item
2(a).
B. Riley Financial, Inc., a Delaware corporation (“BRF”),
B. Riley Securities, Inc., a Delaware corporation (“BRS”),
BRF Investments, LLC, a Delaware limited liability company
(“BRFI”), and
Bryant R. Riley, and individual.
Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
Item
2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of each BRF, BRS, BRFI and
Bryant R. Riley is:
11100 Santa Monica Blvd. Suite 800
Los Angeles, CA 90025
Item
2(c). Citizenship:
BRF, BRS and BRFI are organized under the laws of the State
of Delaware.
Bryant R. Riley is a citizen of the United States of America.
Item
2(d). Title of Class of Securities:
Class A Common Stock, par value $0.01 (the “Common
Stock”)
Item
2(e). CUSIP Number:
Y27183600
Item
3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☒
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment
Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
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☐
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A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940;
|
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(j)
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☐
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item
4. Ownership
(a)
Amount Beneficially Owned:
As of the date hereof, BRS beneficially
owned 591,128 shares of Common Stock. As of the date hereof, BRF as the parent company of BRS may be deemed to have beneficially owned
the 591,128 shares of Common Stock beneficially owned by BRS.
As of the date hereof, BRFI beneficially
owned 796,498 shares of Common Stock. As of the date hereof, BRF as the parent company of BRFI may be deemed to have beneficially owned
the 796,498 shares of Common Stock beneficially owned by BRFI.
Bryant R. Riley may beneficially own
(i) 72,337 shares of Common Stock, of which (a) 61,371 shares are held jointly by Bryant R. Riley and his spouse, (b) 1,704 shares are
held as sole custodian for the benefit of Abigail Riley, (c) 1,704 shares are held as sole custodian for the benefit of Charlie Riley,
(d) 1,704 shares are held as sole custodian for the benefit of Eloise Riley, (e) 322 shares are held as sole custodian for the benefit
of Susan Riley, (f) 5,532 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust, and (ii) 1,387,626 shares held
directly by BRS and BRFI in the manner specified in the paragraph above.
By virtue of the removal of any trading
and voting power authority in any capacity of BRF, B. Riley Capital Management, LLC, a New York limited liability company, a registered
investment advisor (“BRCM”), and Bryant R. Riley over the assets of BRC Partners Opportunity Fund, LP, a Delaware limited
partnership (“BRPLP”), BRF, BRCM and Bryant R. Riley no longer may be deemed to beneficially own the shares held by BRPLP.
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.
(b)
Percent of Class:
As of the date hereof, BRS, beneficially
owned 1.6% of the outstanding shares of Common Stock. As of the date hereof, BRF as the parent company of BRS may be deemed to have beneficially
owned 1.6% of the outstanding shares of Common Stock beneficially owned by BRS.
As of the date hereof, BRFI, beneficially
owned 2.2% of the outstanding shares of Common Stock. As of the date hereof, BRF as the parent company of BRFI may be deemed to have beneficially
owned 2.2% of the outstanding shares of Common Stock beneficially owned by BRFI.
Bryant R. Riley may beneficially own
0.2% of the outstanding shares of Common Stock and 3.8% of the outstanding shares of Common Stock held directly by BRS and BRFI in the
manner specified in the paragraphs above.
Percent of class is calculated based
on 36,283,468 shares of common stock, par value $0.01 (the “Common Stock”) of Global Ship Lease, Inc. (the “Issuer”)
outstanding as of April 12, 2021, as reported by the Issuer on Form F-3 filed with the Securities & Exchange Commission (the “SEC”)
on August 13, 2021.
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.
(c)
Number of shares as to which such person has:
|
(i)
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Sole power to vote or to direct the vote: See cover page Items 5-9.
|
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(ii)
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Shared power to vote or to direct the vote: See cover page Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of: See cover page Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of: See cover page Items 5-9.
|
Item
5. Ownership of Five Percent or Less of a Class.
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 ☒.
Item
6. Ownership of more than Five Percent on Behalf of Another Person. Not Applicable.
Item
7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or
control person. Not Applicable.
Item
8. Identification and classification of members of the group. Not Applicable.
Item
9. Notice of Dissolution of Group. Not Applicable.
Item
10. Certifications.
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: February 11, 2022
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B. RILEY FINANCIAL, INC
|
|
|
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By:
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/s/ Bryant R. Riley
|
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Name:
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Bryant R. Riley
|
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Title:
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Co-Chief Executive Officer
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|
|
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B. RILEY SECURITIES, INC.
|
|
|
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By:
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/s/ Andrew Moore
|
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Name:
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Andrew Moore
|
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Title:
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Chief Executive Officer
|
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BRF INVESTMENTS, LLC
|
|
|
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By:
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/s/ Phillip Ahn
|
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Name:
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Phillip Ahn
|
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Title:
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Authorized Signatory
|
|
|
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BRYANT R. RILEY
|
|
|
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By:
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/s/ Bryant R. Riley
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Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
9