Sec Form 4 Filing - HENDRIX RICHARD J @ B. Riley Financial, Inc. - 2017-07-03

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 HENDRIX RICHARD J 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O B. RILEY FINANCIAL, INC.,, 21255 BURBANK BLVD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 07/03/2017 (Street) WOODLAND HILLS, CA91367 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 07/03/2017 A 3,058 ( 1 ) A $ 0 251,654 D Common Stock 07/03/2017 F 14,792 ( 2 ) D $ 18.35 236,862 D

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

Rep orting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENDRIX RICHARD J C/O B. RILEY FINANCIAL, INC., 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS, CA91367 X Signatures /s/ Richard J. Hendrix 07/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents non-discretionary formulaic awards of RSUs which are granted on July 3, 2017 to the Reporting Person, and vest on July 3, 2017 pursuant to the Reporting Person's separation agreement. Of these shares, 670 are issued under the 2016 Retention and Incentive Plan, 1,194 are issued under the 2017 One Year Retention and Incentive Plan and 1,194 are issued under the 2017 Two Year Retention and Incentive Plan. ( 2 )Represents shares of common stock of B. Riley withheld by the Company and remitted on behalf of the Reporting Person for payment of income taxes incurred for compensation received by the Reporting Person in connection with the issuance of shares of common stock of B. Riley resulting from separation of service as of July 3rd, 2017.

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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