Sec Form 4/A Filing - B. Riley Financial, Inc. @ B. Riley Principal Merger Corp. II - 2020-05-20

FORM 4/A 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person B. Riley Financial, Inc. 2. Issuer Name and Ticker or Trading Symbol B. Riley Principal Merger Corp. II [ BMRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 21255 BURBANK BOULEVARD, SUITE 400, 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2020 (Street) WOODLAND HILLS, CA91367 4. If Amendment, Date Original Filed (MM/DD/YY) 05/22/2020 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/20/2020 P( 1 ) 33,700 A $ 9.9874 33,700 I By BRC Partners Opportunity Fund, L.P. ( 2 ) Class A Common Stock 05/21/2020 P( 1 ) 16,300 A $ 9.98 50,000 I By BRC Partners Opportunity Fund, L.P. ( 2 ) Class A Common Stock 05/22/2020 J( 3 ) 650,000 A $ 10 650,000 I By B. Riley Principal Sponsor Co. II, LLC ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Class B Common Stock ( 5 ) 05/28/2020 J( 6 ) 656,250 ( 5 ) ( 5 ) Class A Common Stock 656,250 ( 5 ) 4,295,000 I By B. Riley Principal Sponsor Co. II, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other B. Riley Financial, Inc. 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS, CA91367 X B. Riley Principal Sponsor Co. II, LLC C/O B. RILEY PRINCIPAL MERGER CORP. II 299 PARK AVENUE, 21ST FLOOR NEW YORK, NY10171 X B. RILEY PRINCIPAL INVESTMENTS, LLC 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS, CA91367 X B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD, SUITE 800 LOS ANGELES, CA90025 X BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD, SUITE 800 LOS ANGELES, CA90025 X BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD, SUITE 800 LOS ANGELES, CA90025 X Signatures /s/ Yael Steiner, Attorney-in-Fact for B. Riley Financial, Inc. 06/05/2020 Signature of Reporting Person Date /s/ Yael Steiner, Attorney-in-Fact for B. Riley Principal Sponsor Co. II, LLC 06/05/2020 Signature of Reporting Person Date /s/ Yael Steiner, Attorney-in-Fact for B. Riley Principal Investments. LLC 06/05/2020 Signature of Reporting Person Date /s/ Yael Steiner, Attorney-in-Fact for B. Riley Capital Management, LLC 06/05/2020 Signature of Reporting Person Date /s/ Yael Steiner, Attorney-in-Fact for BRC Partners Management GP, LLC 06/05/2020 Signature of Reporting Person Date /s/ Yael Steiner, Attorney-in-Fact for BRC Partners Opportunity Fund. L.P. 06/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares of Class A Common Stock are within 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"). These shares were inadvertently omitted from the Form 4 filed by the reporting persons on May 22, 2020. ( 2 )BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), is the general partner of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"). B. Riley Capital Management, LLC, a New York limited liability company ("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. ( 3 )The reported shares of Class A Common Stock are within 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), purchased by the Reporting Persons for $10.00 per Private Placement Unit. ( 4 )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 B. Riley Financial, Inc. ("BRF"). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Each of BRPI and BRF disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly. ( 5 )The reported shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Registration Statement and have no expiration date. ( 6 )656,250 shares of Class B Common Stock were forfeited to the Issuer at no cost in connection with the determination by the underwriters not to exercise their over-allotment option in whole or in part, as described in the Registration Statement.

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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