Sec Form 4 Filing - RILEY BRYANT R @ B. Riley Financial, Inc. - 2020-12-03

Insider filing report for Changes in Beneficial Ownership
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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
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
RILEY BRYANT R
2. Issuer Name and Ticker or Trading Symbol
B. Riley Financial, Inc. [ RILY]
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
(Last) (First) (Middle)
C/O B. RILEY FINANCIAL, INC., 11100 SANTA MONICA BLVD., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2020
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock 12/03/2020 M 200,000 ( 1 ) A 4,949,165 ( 2 ) D
Common Stock 317,915 I By BRC Partners Opportunity Fund, LP ( 3 )
Common Stock 73,617 I By B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley ( 4 )
Common Stock 5,575 I UTMA account of S.R. ( 5 ) ( 9 )
Common Stock 5,575 I UTMA account of C.R. ( 6 ) ( 9 )
Common Stock 5,575 I UTMA account of A.R. ( 7 ) ( 9 )
Common Stock 5,575 I UTMA account of E.R. ( 8 ) ( 9 )
Common Stock 200,000 I By the Robert Antin Children Irrevocable Trust ( 10 )
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
Performance Restricted Stock Units ( 1 ) 12/03/2020 M 200,000 ( 1 ) ( 1 ) Common Stock 200,000 $ 0 0 D
Reporting Owners
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, CA90025
X X Chairman and Co-CEO
Signatures
/s/ Bryant R. Riley 12/07/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each performance restricted stock unit represented the right to receive a share of Common Stock upon the Issuer achieving Total Shareholder Return (TSR) of $35.00 (including reinvestment of dividends) (as defined in the 2009 Stock Incentive Plan) within three (3) years of the grant date. These shares are subject to a 2-year restriction on sale or transfer.
( 2 )Bryant R. Riley (the "Reporting Person") beneficially owns these shares directly or jointly with his wife.
( 3 )Represents shares held directly by BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"). The Reporting Person holds investment authority and pecuniary interest in BRPLP, and as such, may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRPLP.
( 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

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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