SONIM TECHNOLOGIES INC — Director's Dealing 2020

Jun 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SONIM TECHNOLOGIES INC (SONM)
CIK: 0001178697
Period of Report: 2020-06-04

Reporting Person: B. Riley Financial, Inc. (Director, 10% Owner)
Reporting Person: BRC Partners Opportunity Fund, LP (Director, 10% Owner)
Reporting Person: BRC Partners Management GP, LLC (Director, 10% Owner)
Reporting Person: B. RILEY CAPITAL MANAGEMENT, LLC (Director, 10% Owner)
Reporting Person: B. RILEY PRINCIPAL INVESTMENTS, LLC (Director, See Remarks)
Reporting Person: RILEY BRYANT R (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-09	Common Stock	P	1380000	$0.75	Acquired	2453658	Indirect
2020-06-09	Common Stock	P	146667	$0.75	Acquired	146667	Indirect
2020-06-09	Common Stock	P	146667	$0.75	Acquired	146667	Indirect
2020-06-09	Common Stock	P	146667	$0.75	Acquired	146667	Indirect
2020-06-09	Common Stock	P	146666	$0.75	Acquired	146666	Indirect
2020-06-09	Common Stock	M	3560167	$0.75	Acquired	3560167	Indirect
2020-06-09	Common Stock	M	4666667	$0.75	Acquired	7120325	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-04	Convertible Promissory Note (right to buy)	$8.87	S		Disposed	2022-09-21	Common Stock (410469.03)	Indirect
2020-06-04	Convertible Promissory Note (right to buy)	$8.87	P		Acquired	2022-09-21	Common Stock (410469.03)	Indirect
2020-06-09	Convertible Promissory Note (right to buy)	$0.75	M		Disposed	2022-09-21	Common Stock (4666667)	Indirect
2020-06-09	Convertible Promissory Note (right to buy)	$0.75	M		Disposed	2022-09-21	Common Stock (3560167)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1139085	Direct

Footnotes

F1: This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI") and Bryant R. Riley. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own securities of the Issuer held by BRPLP. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own securities of the Issuer held by BRPI. Bryant R. Riley is the Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF and, as a result, may be deemed to indirectly beneficially own securities of the Issuer held by BRF, BRPLP and BRPI. Each reporting person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of such person's pecuniary interest therein.

F2: Kenneth M. Young, a member of the Board of Directors of the Issuer, is the President of BRF and the Chief Executive Officer of BRPI and was elected to the Board of Directors of the Issuer as a representative of BRF, BRPLP, BRPGP, BRCM, BRPI and Bryant R. Riley. As a result, Kenneth M. Young is a director by deputization for Section 16 purposes.

F3: On June 9, 2020, BRPLP acquired these shares of Issuer common stock in the Issuer's underwritten public offering of common stock (the "Public Offering").

F4: Represents shares of Issuer common stock owned directly by BRF

F5: Represents shares of Issuer common stock owned indirectly by Bryant R. Riley as custodian for his children.

F6: On June 9, 2020, BRPI was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note (as defined below) at a conversion price of $0.75 per share. See Note 9.

F7: On June 9, 2020, BRPLP was issued these shares of common stock by the Issuer upon the conversion of the Convertible Promissory Note at a conversion price of $0.75 per share. See Note 9.

F8: On June 4, 2020, BRPI sold to BRPLP a $3,500,000 participation in the Convertible Promissory Note, dated April 9, 2018, as amended (the "Convertible Promissory Note") for $3,500,000 in cash.

F9: On June 1, the Issuer and BRPI entered into an amendment to the Convertible Promissory Note pursuant to which the Issuer agreed that, contingent upon the completion of the Public Offering, the Convertible Promissory Note would be extinguished for (i) the payment of $4,000,000 in cash and (2) a number of shares of Issuer common stock determined by dividing the remaining principal amount and accrued interest by the price to be determined in the Public Offering. The Public Offering closed on June 9, 2020 at a price per share of Issuer common stock of $0.75. As a result of the amendment of the Convertible Promissory Note and the completion of the Public Offering, each of BRPI and BRPLP were deemed to have disposed to the Issuer their respective portions of the derivate security represented by the Convertible Promissory Note in exchange for the issuance by the Issuer of a derivative security represented by the Convertible Promissory Note as amended to reflect the $0.75 conversion price, which security was immediately thereafter converted for the underlying shares of Issuer common stock.