Sec Form 4 Filing - B. Riley Financial, Inc. @ B. Riley Principal Merger Corp. II - 2020-11-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person B. Riley Financial, Inc. 2. Issuer Name and Ticker or Trading Symbol B. Riley Principal Merger Corp. II [ BMRG] 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) 11100 SANTA MONICA BLVD, SUITE 800, 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2020 (Street) LOS ANGELES, CA90025 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 11/09/2020 J( 3 ) 1,527,633 D 80,297 I By B. Riley Securities, Inc. ( 1 ) ( 2 ) Class A Common Stock 11/09/2020 P 881,687 A $ 10.1293 961,984 I By B. Riley Securities, Inc. ( 1 ) ( 2 ) Class A Common Stock 11/09/2020 P 200,000 A $ 10.126 250,000 ( 4 ) I By BRC Partners Opportunity Fund, LP ( 1 ) ( 2 ) Class A Common Stock 650,000 ( 5 ) I By B. Riley Principal Sponsor Co. II, LLC ( 1 ) ( 2 )

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. 11100 SANTA MONICA BLVD, SUITE 800 LOS ANGELES, CA90025 X B. Riley Principal Sponsor Co. II, LLC C/O B. RILEY PRINCIPAL MERGER CORP.II 299 PARK AVENUE, 21ST FLOOR NEW YORK, NY10171 X B. RILEY PRINCIPAL INVESTMENTS, LLC 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS, CA91367 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 Securities, Inc. 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA90025 X RILEY BRYANT R 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA90025 X Signatures B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 11/11/2020 Signature of Reporting Person Date B. Riley Principal Sponsor Co. II, LLC, by: /s/ Phillip Ahn, Authorized Signatory 11/11/2020 Signature of Reporting Person Date B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer 11/11/2020 Signature of Reporting Person Date B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 11/11/2020 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 11/11/2020 Signature of Reporting Person Date BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer 11/11/2020 Signature of Reporting Person Date B. Riley Securities, Inc.., by: /s/ Andrew Moore, Chief Executive Officer 11/11/2020 Signature of Reporting Person Date /s/ Bryant R. Riley 11/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), is a subsidiary of B. Riley Capital Management, LLC, a New York limited liability company and registered investment advisor ("BRCM"), and is the general partner of BRC Partners Opportunity Fund, LP, a Delaware limited partnership ("BRPLP"). B. Riley Financial, Inc., a Delaware corporation ("BRF"), is the parent company of BRCM. As a result, BRF, BRCM and BRPGP may be deemed to indirectly beneficially own the shares held by BRPLP. BRF is the parent company of B. Riley Securities, Inc., a Delaware corporation ("BRS"). As a result, BRF may be deemed to indirectly beneficially own the shares held by BRS. B. Riley Principal Investments, LLC ("BRPI") is the sole member of B. Riley Principal Sponsor Co. II, LLC (the "Sponsor") and is a wholly-owned subsidiary of BRF. BRPI and BRF may be deemed to indirectly beneficially own the shares held by the Sponsor. ( 2 )Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the shares of Common Stock directly held by BRF, BRS, BRPLP and the Sponsor. Each of BRF, BRPGP, BRCM, BRPLP, BRS, BRPI, the Sponsor and Bryant R. Riley disclaims beneficial ownership of the outstanding shares of Common Stock reported herein, except to the extent of its/his respective pecuniary interest therein. ( 3 )On November 9, 2020, BRS redeemed 1,527,633 shares of Common Stock with B. Riley Principal Merger Corp. II, a Delaware corporation (the "Issuer"), for cash at a price of $10.10 per share, as stated on the received redemption notice. As previously announced, the Issuer has scheduled a special meeting on November 12, 2020 to vote on the proposals (the "vote") relating to the Issuer's proposed business combination. Holders of shares of the Issuer's Common Stock were entitled to request that the Issuer redeem all or a portion of their public shares for cash in connection with the vote until November 10, 2020. ( 4 )The reported shares of Class A Common Stock include shares within 50,000 of the Issuer's public units, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-237812) (the "Registration Statement"). ( 5 )The reported shares of Class A Common Stock are within 650,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333- 237812), purchased by the Reporting Persons for $10.00 per Private Placement Unit.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.