Sec Form 4 Filing - KELLEHER THOMAS J /ADV @ B. Riley Financial, Inc. - 2019-05-24

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 KELLEHER THOMAS J /ADV 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 X __ Officer (give title below) _____ Other (specify below) Co-CEO (Last) (First) (Middle) C/O B. RILEY FINANCIAL, INC., 21255 BURBANK BLVD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2019 (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 05/24/2019 A 38,481 ( 1 ) A $ 0 137,423 D Common Stock 10,100 I See note ( 2 ) ( 3 ) Common Stock 456,248 I See note ( 4 ) Common Stock 600 I By wife ( 5 ) Common Stock 600 I By daughter ( 6 ) Common Stock 600 I By daughter ( 7 ) Common Stock 600 I By daughter ( 8 )

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 KELLEHER THOMAS J /ADV C/O B. RILEY FINANCIAL, INC. 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS, CA91367 X Co-CEO Signatures /s/ Thomas J. Kelleher 05/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock unit that settles in common stock of the Company and vests in three equal installments on May 22, 2020, May 24, 2021 and May 24, 2022. ( 2 )100 shares included in the Thomas John Kelleher IRA account were previously reported under Mr. Kelleher's direct holdings. ( 3 )The shares are held by self-directed IRA: Thomas John Kelleher IRA. ( 4 )Held of record by Thomas J. Kelleher and M. Meighan Kelleher as Trustees for the Kelleher Family Trust. ( 5 )Held with dispositive power for Mary Meighan Kelleher IRA. ( 6 )Held with dispositive power for Lyndsey Kelleher. ( 7 )Held of record by Thomas J. Kelleher as UTMA custodian for daughter Kaitlin Kelleher. ( 8 )Held with dispositive power for Mackenna Kelleher.

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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