Eos Energy Enterprises Form 4/A / 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 BLVD SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eos Energy Enterprises, Inc. [ EOSE ]

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)
11/16/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/16/2020		P		5,000	A	$10.72	93,793	I	By B. Riley Securities, Inc.⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P		5,000	A	$10.7	98,793	I	By B. Riley Securities, Inc.⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P		4,236	A	$10.68	103,029	I	By B. Riley Securities, Inc.⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		J⁽⁵⁾		3,221,250⁽⁴⁾	A	⁽⁵⁾	3,871,250⁽³⁾⁽⁴⁾	I	By B. Riley Principal Sponsor Co. II, LLC⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P⁽⁷⁾		140,000	A	$10⁽⁷⁾	390,000⁽⁶⁾	I	By BRC Partners Opportunity Fund, LP⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P⁽⁷⁾		2,167,000	A	$10⁽⁷⁾	2,167,000	I	By B. Riley Principal Investments, LLC⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P⁽⁷⁾		20,000	A	$10⁽⁷⁾	20,000	D⁽⁸⁾
Class A Common Stock	11/16/2020		P⁽⁷⁾		5,000	A	$10⁽⁷⁾	5,000	I	By Bryant R. Riley, as UTMA custodian for Charlie Riley⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P⁽⁷⁾		5,000	A	$10⁽⁷⁾	5,000	I	By Bryant R. Riley, as UTMA custodian for Susan Riley⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P⁽⁷⁾		5,000	A	$10⁽⁷⁾	5,000	I	By Bryant R. Riley, as UTMA custodian for Abigail Riley⁽¹⁾⁽²⁾
Class A Common Stock	11/16/2020		P⁽⁷⁾		5,000	A	$10⁽⁷⁾	5,000	I	By Bryant R. Riley, as UTMA custodian for Eloise Riley⁽¹⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁵⁾	11/16/2020		J⁽⁹⁾			1,073,750	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,073,750	⁽⁹⁾	3,221,250	I	By B. Riley Principal Sponsor Co. II, LLC⁽¹⁾⁽²⁾
Class B Common Stock	⁽⁵⁾	11/16/2020		J⁽⁵⁾			3,221,250⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,221,250⁽⁴⁾	⁽⁵⁾	0	I	By B. Riley Principal Sponsor Co. II, LLC⁽¹⁾⁽²⁾
Warrants (right to buy)	$11.5	11/17/2020		J⁽³⁾		325,000		⁽¹⁰⁾	⁽¹¹⁾	Class A Common Stock	325,000	⁽³⁾	325,000	I	By B. Riley Principal Sponsor Co. II, LLC⁽¹⁾⁽²⁾
Warrants (right to buy)	$11.5	11/17/2020		J⁽⁶⁾		25,000		⁽¹⁰⁾	⁽¹¹⁾	Class A Common Stock	25,000	⁽⁶⁾	25,000	I	By BRC Partners Opportunity Fund, LP⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. Riley Principal Sponsor Co. II, LLC

(Last)

(First)

(Middle)

299 PARK AVENUE 21ST FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last)

(First)

(Middle)

21255 BURBANK BLVD, SUITE 400

(Street)

WOODLAND HILLS

91367

(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

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

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

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. Riley Securities, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Explanation of Responses:

1. BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), is a subsidiary of B. Riley Capital Management, LLC, a New York limited liability company and registered investment advisor ("BRCM"), and is the general partner of BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"). B. Riley Financial, Inc., a Delaware corporation ("BRF"), is the parent company of BRCM. As a result, BRF, BRCM and BRPGP may be deemed to indirectly beneficially own the shares held by BRPLP. BRF is the parent company of B. Riley Securities, Inc., a Delaware corporation ("BRS"). As a result, BRF may be deemed to indirectly beneficially own the shares held by BRS. B. Riley Principal Investments, LLC ("BRPI") is the sole member of B. Riley Principal Sponsor Co. II, LLC (the "Sponsor") and is a wholly-owned subsidiary of BRF. BRPI and BRF may be deemed to indirectly beneficially own the shares held by the Sponsor.

2. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRF, BRS, BRPLP and the Sponsor. Each of BRF, BRPGP, BRCM, BRPLP, BRS, BRPI, the Sponsor and Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein.

3. The Sponsor owned 650,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-237812) (the "Registration Statement"), which automatically separated into their component securities upon the closing of the business combination between Eos Energy Enterprises, Inc. (formerly known as B. Riley Principal Merger Corp. II or "BMRG") and Eos Energy Storage LLC (the "Business Combination").

4. 1,288,500 of such shares are subject to the earnout restrictions set forth in the Sponsor Earnout Letter that was entered into on November 16, 2020, by and between BMRG and the Sponsor, in connection with the Business Combination.

5. In connection with the Business Combination, among other things, each share of BMRG's Class B common stock (as described under the heading "Description of Securities" in the Registration Statement) converted into shares of BMRG's Class A common stock on a one-for-one basis and subsequently, each share of BMRG's Class A common stock was reclassified as a share of common stock of Eos Energy Enterprises, Inc. (or "EOSE").

6. BRPLP owned 50,000 of the Issuer's public units, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-237812) (the "Registration Statement"), which automatically separated into their component securities upon the closing of the Business Combination.

7. As previously disclosed, on September 7, 2020, the Company entered into certain subscription agreements (the "Subscription Agreements") with investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $40,000,000 of the Company's shares of common stock at a price of $10.00 per share, or an aggregate of 4,000,000 shares of common stock. BRPLP, BRPI and Bryant R. Riley are among the PIPE investors.

8. Represents shares held directly by Bryant R. Riley.

9. Represents a pro-rata distribution to the members of the Sponsor for no consideration.

10. The warrants will become exercisable on the later of (a) 30 days after the completion of the Business Combination or (b) 12 months from the closing of the Public Offering.

11. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Remarks:

This Form 4 amends and restates in its entirety the Form 4 filed jointly by BRF, BRPI and the Sponsor on November 17, 2020 (the "Original Form 4"). The purpose of this Form 4 is to include additional transactions unintentionally omitted from the Original Form 4. 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	11/18/2020
	B. Riley Principal Sponsor Co. II, LLC, by: /s/ Phillip Ahn, Authorized Signatory	11/18/2020
	B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer	11/18/2020
	B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer	11/18/2020
	BRC Partners Management GP, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer	11/18/2020
	BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer	11/18/2020
	B. Riley Securities, Inc.., by: /s/ Andrew Moore, Chief Executive Officer	11/18/2020
	/s/ Bryant R. Riley	11/18/2020
	** Signature of Reporting Person	Date
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Eos Energy Enterprises (EOSE) Form 4/AEos Energy Enterprises / BRYANT R RILEY ownership change