BRC Partners Opportunity Fund Form 4 Change in insider ownership

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)

21255 BURBANK BOULEVARD, SUITE 400

(Street)

WOODLAND HILLS, CA 91367

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2020

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	01/24/2020		P		15,413	A	$10.2432	4,015,863	I	See notes(1)(2)(3)
Class A Common Stock	01/27/2020		P		9,309	A	$10.19	4,025,172	I	See notes(1)(2)(3)
Class A Common Stock	01/28/2020		P		107,553	A	$10.1909	4,132,725	I	See notes(1)(2)(3)

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

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last) (First) (Middle)

21255 BURBANK BOULEVARD, SUITE 400

(Street)

WOODLAND HILLS, CA 91367

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley Principal Sponsor Co., LLC

(Last) (First) (Middle)

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK, NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. RILEY CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Partners Management GP, LLC

(Last) (First) (Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRC Partners Opportunity Fund, LP

(Last) (First) (Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

B. Riley FBR, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD, SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

Explanation of Responses:

1. In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), and B. Riley FBR, Inc., a Delaware corporation ("BRFBR" and collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock") of B. Riley Principal Merger Corp, a Delaware corporation (the "Issuer"), reported herein except to the extent of its pecuniary interest therein.

2. BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP, and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRF is the parent company of BRFBR and the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by BRFBR and the Sponsor.

3. Represents shares of Common Stock held directly by BRPLP.

Remarks:

Certain of these transactions are matchable transactions under Section 16(b) of the Exchange Act. The Reporting Persons will disgorge the full amount of any recoverable profits to the Issuer.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	01/28/2019
	B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer	01/28/2019
	B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer	01/28/2019
	BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer	01/28/2019
	BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer	01/28/2019
	B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer	01/28/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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