Amended Statement of Changes in Beneficial Ownership (4/a)
November 05 2020 - 6:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
RILEY BRYANT R |
2. Issuer Name and Ticker or Trading Symbol
B. Riley Financial, Inc.
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RILY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and Co-CEO |
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(Last)
(First)
(Middle)
C/O B. RILEY FINANCIAL, INC., 11100 SANTA MONICA BLVD., SUITE 800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/3/2020 |
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(Street)
LOS ANGELES, CA 90025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/3/2020 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 4734165 (1) | D | |
| Common Stock | 11/3/2020 | | P(2) | | 141728 | A | $26.6582 | 317915 | I | By BRC Partners Opportunity Fund, LP (3) |
| Common Stock | | | | | | | | 73617 | I | By B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley (4) |
| Common Stock | | | | | | | | 5575 | I | UTMA account of S.R. (5)(9) |
| Common Stock | | | | | | | | 5575 | I | UTMA account of C.R. (6)(9) |
| Common Stock | | | | | | | | 5575 | I | UTMA account of A.R. (7)(9) |
| Common Stock | | | | | | | | 5575 | I | UTMA account of E.R. (8)(9) |
| Common Stock | | | | | | | | 200000 | I | By the Robert Antin Children Irrevocable Trust (10) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Bryant R. Riley (the "Reporting Person") beneficially owns these shares directly or jointly with his wife. |
| (2) | This transaction was executed in multiple trades at prices ranging from $26.65 to $26.76. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (3) | Represents shares held directly by BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"). The Reporting Person holds investment authority in BRPLP, and as such, may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRPLP. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (4) | B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley was formerly known as "B. Riley & Co., LLC 401(k) Profit Sharing Plan FBO Bryant Riley." |
| (5) | The shares are held for S.R., the child of the Reporting Person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the Reporting Person serves as custodian. |
| (6) | The shares are held for C.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian. |
| (7) | The shares are held for A.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian. |
| (8) | The shares are held for E.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian. |
| (9) | The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (10) | Held of record by the Robert Antin Children Irrevocable Trust Dtd 1/1/01 (the "Trust"). The Reporting Person, as Trustee of the Trust, may be deemed to beneficially own the shares held by the Trust |
Remarks:
This Form 4 amends the Form 4 filed jointly by Bryant R. Riley on November 3, 2020 (the "Original Form 4"). The purpose of this Form 4 is to correct the Original Form 4 by adding a transaction that occurred on November 3, 2020. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
RILEY BRYANT R
C/O B. RILEY FINANCIAL, INC.
11100 SANTA MONICA BLVD., SUITE 800
LOS ANGELES, CA 90025 | X | X | Chairman and Co-CEO |
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Signatures
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| /s/ Bryant R. Riley | | 11/5/2020 |
| **Signature of Reporting Person | Date |
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