B. Riley Capital Management 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
Franchise Group, Inc. [ FRG ]

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)
04/24/2020

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
Common Stock(1)(2)	04/24/2020		S		150,000	D	$10	0	I	By Dialectic Antithesis Partners, LP(3)
Common Stock(1)(2)								651,471	I	By BRC Partners Opportunity Fund, L.P.(4)
Common Stock(1)(2)								1,815,638	I	By B. Riley FBR, Inc.(5)
Common Stock(1)(2)								2,005,353	D

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^*

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^*

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^*

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^*

B. Riley FBR, Inc.

(Last) (First) (Middle)

11100 SANTA MONICA BLVD., SUITE 800

(Street)

LOS ANGELES, CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dialectic Antithesis Partners, LP

(Last) (First) (Middle)

119 ROWAYTON AVENUE, 2ND FLOOR

(Street)

NORWALK CT 06853

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BR Dialectic Capital Management, LLC

(Last) (First) (Middle)

119 ROWAYTON AVENUE, 2ND FLOOR

(Street)

NORWALK CT 06853

(City) (State) (Zip)

Explanation of Responses:

1. 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"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), B. Riley FBR, Inc., a Delaware corporation ("BRFBR"), Dialectic Antithesis Partners, LP, a Delaware limited partnership ("Dialectic"), and BR Dialectic Capital Management, LLC, a Delaware limited liability company ("BR Dialectic") (collectively, the "Filing Persons"). Each of the Filing Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock ("Common Stock"). Each of the Filing Persons disclaims beneficial ownership of the shares of Common Stock of the Issuer reported herein except to the extent of its pecuniary interest therein.

2. BRPGP is a subsidiary of BRCM, a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM and BRFBR. BR Dialectic is the general partner and investment manager of Dialectic. BRCM is the parent company of BR Dialectic.

3. By virtue of the relationships discussed in Footnote 2, each of BR Dialectic, BRCM and BRF may have been deemed to beneficially own the shares of Common Stock previously owned directly by Dialectic.

4. By virtue of the relationships discussed in Footnote 2, each of BRPGP, BRCM and BRF may be deemed to beneficially own the shares of Common Stock owned directly by BRPLP.

5. By virtue of the relationships discussed in Footnote 2, BRF may be deemed to beneficially own the shares of Common Stock owned directly by BRFBR.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	04/28/2020
	BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer	04/28/2020
	BRC Partners Management GP, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer	04/28/2020
	B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer	04/28/2020
	B. Riley FBR, Inc., by: /s/ Andy Moore, Chief Executive Officer	04/28/2020
	Dialectic Antithesis Partners, LP, by: /s/ John Fichthorn, Portfolio Manager	04/28/2020
	BR Dialectic Capital Management, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer	04/28/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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