Sec Form 4 Filing - B. Riley Financial, Inc. @ B. Riley Principal Merger Corp. - 2020-02-03

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 B. Riley Financial, Inc. 2. Issuer Name and Ticker or Trading Symbol B. Riley Principal Merger Corp. [ BRPM] 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) 02/03/2020 (Street) WOODLAND HILLS,, CA91367 4. If Amendment, Date Original Filed (MM/DD/YY) 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 02/03/2020 P 108,333 A $ 10.2146 4,241,058 I See notes ( 1 ) ( 2 ) ( 3 )

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 B. Riley Financial, Inc. 21255 BURBANK BOULEVARD, SUITE 400 WOODLAND HILLS,, CA91367 X B. Riley Principal Sponsor Co., LLC 299 PARK AVENUE, 21ST FLOOR NEW YORK,, NY10171 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 B. Riley FBR, Inc. 11100 SANTA MONICA BLVD, SUITE 800 LOS ANGELES,, CA90025 X Signatures B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 02/05/2020 Signature of Reporting Person Date B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer 02/05/2020 Signature of Reporting Person Date B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 02/05/2020 Signature of Reporting Person Date BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 02/05/2020 Signature of Reporting Person Date BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer 02/05/2020 Signature of Reporting Person Date B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer 02/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), and B. Riley FBR, Inc., a Delaware corporation ("BRFBR" and collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock") of B. Riley Principal Merger Corp, a Delaware corporation (the "Issuer"), reported herein except to the extent of its pecuniary interest therein. ( 2 )BRPGP is the general partner of BRPLP, 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. BRF is the parent company of BRFBR and the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by BRFBR and the Sponsor. ( 3 )Represents shares of Common Stock held directly by BRPLP.

Remarks: Certain of these transactions are matchable transactions under Section 16(b) of the Exchange Act. The Reporting Persons will disgorge the full amount of any recoverable profits to the Issuer.

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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