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Filing Details

Accession Number:: 0001213900-20-036335
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-12 06:30:21
Reporting Period:: 2020-11-09

Accepted Time:: 2020-11-12 06:30:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1805077	B. Riley Principal Merger Corp. Ii	BMRG	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1207269	R Bryant Riley	11100 Santa Monica Blvd., Suite 800 Los Angeles CA 90025	No	No	Yes	No
1464790	B. Riley Financial, Inc.	11100 Santa Monica Blvd, Suite 800 Los Angeles CA 90025	No	No	Yes	No
1505748	B. Riley Securities, Inc.	11100 Santa Monica Blvd., Suite 800 Los Angeles CA 90025	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 Blvd, 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	Disposition	2020-11-09	1,527,633	$0.00	80,297	No	4	J	Indirect	By B. Riley Securities, Inc.
Class A Common Stock	Acquisiton	2020-11-09	881,687	$10.13	961,984	No	4	P	Indirect	By B. Riley Securities, Inc.
Class A Common Stock	Acquisiton	2020-11-09	200,000	$10.13	250,000	No	4	P	Indirect	By BRC Partners Opportunity Fund, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By B. Riley Securities, Inc.
No	4	P	Indirect	By B. Riley Securities, Inc.
No	4	P	Indirect	By BRC Partners Opportunity Fund, LP

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	650,000	Indirect	By B. Riley Principal Sponsor Co. II, LLC

Footnotes

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.
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.
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.
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").
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.