Riley Bryant R Form 4 B. Riley Principal 250 Merger / BRYANT R RILEY ownership change

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

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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^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BOULEVARD,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
B. Riley Principal 250 Merger Corp. [ BRIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class A Common Stock	05/04/2023		D(1)		600,000	D	$0	0	I	By B. Riley Principal 250 Sponsor Co. LLC(2)

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
Class B. Common Stock	(3)	05/04/2023		D(1)			4,312,499	(3)	(3)	Class A Common Stock	4,312,499	(3)	1	I	By B. Riley Principal 250 Sponsor Co. LLC(2)

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BOULEVARD,

SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley Principal 250 Sponsor Co., LLC

(Last) (First) (Middle)

C/O B. RILEY PRINCIPAL 250 MERGER CORP.

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last) (First) (Middle)

C/O B. RILEY FINANCIAL, INC.

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last) (First) (Middle)

C/O B. RILEY PRINCIPAL MERGER 250 CORP.

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Explanation of Responses:

1. On April 21, 2023, the Issuer announced that its board of directors had determined to redeem all of its outstanding shares of Class A common stock sold in the Issuer's initial public offering (the "Public Shares"), effective as of May 4, 2023, because the Issuer will not be able to consummate an initial business combination within the time period required by its amended and restated certificate of incorporation. As of the close of business on May 4, 2023, the Public Shares were deemed cancelled and represented only the rights to receive the per-share redemption price. In connection with the redemption of the Public Shares and anticipated dissolution of the Issuer, on May 4, 2023, B. Riley Principal 250 Sponsor Co., LLC (the "Sponsor") forfeited to the Issuer for no consideration 4,312,499 shares of Class B common stock and 600,000 shares of Class A common stock.

2. B. Riley Principal Investments, LLC ("BRPI") is the managing member of B. Riley Principal 250 Sponsor Co., LLC (the "Sponsor") and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. Bryant R. Riley is also the Chairman of the Board of Directors of the Issuer. As a result, each of BRPI, BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held the sponsor. Each of BRPI, BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.

3. The shares of Class B common stock were convertible for shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333- 253464) (the "Registration Statement") and had no expiration date.

Remarks:

The Sponsor, BRPI and BRF may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Bryant R. Riley is Chairman of the board of directors of the Issuer.

	/s/ Bryant Riley for B. Riley Financial, Inc. Name: Bryant Riley Title: Co-Chief Executive Officer	05/09/2023
	/s/ Phillip Ahn for B. Riley Principal 250 Sponsor Co. LLC Name: Phillip Ahn Title: Managing Member	05/09/2023
	/s/ Kenneth Young for B. Riley Principal Investments LLC Name: Kenneth Young Title: Chief Executive Officer	05/09/2023
	/s/ Bryant R. Riley Name: Bryant R. Riley	05/09/2023
	** Signature of Reporting Person	Date
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