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Filing Details

Accession Number:: 0001213900-20-014309
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2020-06-05 20:30:59
Reporting Period:: 2020-05-20

Accepted Time:: 2020-06-05 20:30:59
Original Submission Date:: 2020-05-22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1805077	B. Riley Principal Merger Corp. Ii	BMRG	Services-Business Services, Nec (7389)	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1464790	B. Riley Financial, Inc.	21255 Burbank Boulevard, Suite 400 Woodland Hills CA 91367	No	No	Yes	No
1642765	Brc Partners Opportunity Fund, Lp	11100 Santa Monica Blvd, Suite 800 Los Angeles CA 90025	No	No	Yes	No
1658704	B. Riley Capital Management, Llc	11100 Santa Monica Blvd, Suite 800 Los Angeles CA 90025	No	No	Yes	No
1749420	Brc Partners Management Gp, Llc	11100 Santa Monica Blvd, Suite 800 Los Angeles CA 90025	No	No	Yes	No
1776226	B. Riley Principal Investments, Llc	21255 Burbank Boulevard, Suite 400 Woodland Hills CA 91367	No	No	Yes	No
1811637	B. Riley Principal Sponsor Co. Ii, Llc	C/O B. Riley Principal Merger Corp. Ii 299 Park Avenue, 21St Floor New York NY 10171	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-05-20	33,700	$9.99	33,700	No	4	P	Indirect	By BRC Partners Opportunity Fund, L.P.
Class A Common Stock	Acquisiton	2020-05-21	16,300	$9.98	50,000	No	4	P	Indirect	By BRC Partners Opportunity Fund, L.P.
Class A Common Stock	Acquisiton	2020-05-22	650,000	$10.00	650,000	No	4	J	Indirect	By B. Riley Principal Sponsor Co. II, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By BRC Partners Opportunity Fund, L.P.
No	4	P	Indirect	By BRC Partners Opportunity Fund, L.P.
No	4	J	Indirect	By B. Riley Principal Sponsor Co. II, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2020-05-28	656,250	$0.00	656,250	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,295,000			No	4	J	Indirect

Footnotes

The reported shares of Class A Common Stock are within 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"). These shares were inadvertently omitted from the Form 4 filed by the reporting persons on May 22, 2020.
BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), is the general partner of BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"). B. Riley Capital Management, LLC, a New York limited liability company ("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.
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.
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 B. Riley Financial, Inc. ("BRF"). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. Each of BRPI and BRF disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly.
The reported shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Registration Statement and have no expiration date.
656,250 shares of Class B Common Stock were forfeited to the Issuer at no cost in connection with the determination by the underwriters not to exercise their over-allotment option in whole or in part, as described in the Registration Statement.