Sec Form 4 Filing - B. Riley Financial, Inc. @ B. Riley Principal 150 Merger Corp. - 2021-02-23

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 150 Merger Corp. [ BRPM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ 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) 02/23/2021 (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 02/23/2021 A( 1 ) 520,000 A $ 10 520,000 I By B. Riley Principal 150 Sponsor Co. LLC ( 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 X B. Riley Principal 150 Sponsor Co., LLC C/O B. RILEY PRINCIPAL 150 MERGER CORP. 299 PARK AVENUE, 21ST FLOOR NEW YORK, NY10171 X X B. RILEY PRINCIPAL INVESTMENTS, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA90025 X X RILEY BRYANT R 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA90025 X X Signatures /s/ Appy Ali, Attorney-in-Fact for B. Riley Financial, Inc. 02/25/2021 Signature of Reporting Person Date /s/ Appy Ali, Attorney-in-Fact for B. Riley Principal 150 Sponsor Co., LLC 02/25/2021 Signature of Reporting Person Date /s/ Appy Ali, Attorney-in-Fact for B. Riley Principal Investments. LLC 02/25/2021 Signature of Reporting Person Date /s/ Appy Ali, Attorney-in-Fact for Bryant R. Riley 02/25/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares of Class A Common Stock are within 520,000 of the Issuer's Private Placement Units, including the over-allotment option as exercised in full, as described under the heading "Description of Securities " in the Issuer's registration statement on Form S-1 (File No. 333-251955), purchased by the Reporting Persons for $10.00 per Private Placement Unit. ( 2 )B. Riley Principal Investments, LLC ("BRPI") is the managing member of B. Riley Principal 150 Sponsor Co., LLC (the "Sponsor") and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, each of BRPI, BRF and Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by the Sponsor. Each of BRPI, BRF and Bryant R. Riley disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.

Remarks: The Sponsor, BRPI and BRF may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Bryant R. Riley is a member of the board of directors of 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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