Sec Form 4 Filing - RILEY BRYANT R @ B. Riley Financial, Inc. - 2021-01-22

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)
01/22/2021
(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 01/22/2021 P( 1 ) 1,672 A $ 47.777 4,951,677 ( 2 ) D
Common Stock 317,915 I By BRC Partners Opportunity Fund, LP ( 3 )
Common Stock 01/22/2021 P( 4 ) 4,960 A $ 47.2627 84,369 ( 5 ) I By B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley ( 6 )
Common Stock 01/22/2021 P( 7 ) 842 A $ 47.4506 6,417 I UTMA account of S.R. ( 8 ) ( 12 )
Common Stock 01/22/2021 P( 7 ) 842 A $ 47.4506 6,417 I UTMA account of C.R. ( 9 ) ( 12 )
Common Stock 01/22/2021 P( 7 ) 842 A $ 47.4506 6,417 I UTMA account of A.R. ( 10 ) ( 12 )
Common Stock 01/22/2021 P( 7 ) 842 A $ 47.4506 6,417 I UTMA account of E.R. ( 11 ) ( 12 )
Common Stock 200,000 I By the Robert Antin Children Irrevocable Trust ( 13 )
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
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 01/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $47.50 to $47.87. 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.
( 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 )This transaction was executed in multiple trades at prices ranging from $47.10 to $47.38. 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.
( 5 )This total includes 5,792 shares purchased on August 15, 2019, and inadvertently omitted from previous filings.
( 6 )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."
( 7 )These shares were purchased in bulk and the transaction was executed in multiple trades at prices ranging from $47.32 to $47.565. 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.
( 8 )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.
( 9 )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.
( 10 )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.
( 11 )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.
( 12 )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.
( 13 )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).
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