SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HENDRIX RICHARD J

(Last)

(First)

(Middle)

C/O B. RILEY FINANCIAL, INC.,

21255 BURBANK BLVD, SUITE 400

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
B. Riley Financial, Inc. [ RILY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2017		A⁽¹⁾		189,777	A	$0⁽¹⁾	189,777	D
Common Stock	06/01/2017		A⁽²⁾		26,024	A	$0⁽²⁾	215,801	D
Common Stock	06/01/2017		A⁽³⁾⁽⁴⁾		43,402	A	$0⁽³⁾⁽⁴⁾	259,203	D
Common Stock	06/01/2017		F⁽⁵⁾		10,607	D	$14.7	248,596	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person acquired 189,777 shares of common stock of B. Riley Financial, Inc. ("B. Riley") in exchange for 282,828 shares of common stock of FBR & Co. ("FBR") held thereby at an exchange ratio of 0.671 in connection with the merger of FBR into BRC Merger Sub, LLC, a wholly owned subsidiary of B. Riley (the "Merger" ). The Merger was effected pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of March 15, 2017 and effective as of February 17, 2017 (the "Merger Agreement"), by and among FBR, B. Riley and BRC Merger Sub, LLC, and closed on June 1, 2017. Common stock of B. Riley had a closing market value of $14.70 per share on the effective date of the Merger.

2. The Reporting Person acquired 26,024 shares of common stock of B. Riley in exchange for an option (the "Option") held thereby to purchase 65,000 shares of common stock of FBR. Pursuant to the Merger Agreement, the Option was converted into a number of shares of common stock of B. Riley equal to (i) the number of shares of common stock of FBR subject to the Option immediately prior to the effective time of the merger, multiplied by FBR's option spread (which is the difference between the closing price of a share of common stock of FBR on the trading day immediately prior to the effective time of the merger ($17.55) and the exercise price of the option), divided by (ii) the volume-weighted average price of a share of common stock of B. Riley for the ten trading day period ending on May 30, 2017 ($14.36).

3. The Reporting Person acquired beneficial ownership of 43,402 shares of common stock of B. Riley in connection with the receipt of a restricted stock unit ("RSU") issued by B. Riley that settles in shares of common stock of B. Riley on certain dates through February 10, 2020, subject to the Reporting Person's continued employment with B. Riley and/or its subsidiaries. Pursuant to the Merger Agreement, the Reporting Person's 41,658 FBR RSUs were converted into B. Riley RSUs, with the number of shares of common stock of B. Riley subject to each such B. Riley RSU equal to the product (rounded to the nearest whole number) of (i) the number of shares of common stock of FBR subject to such FBR RSUs prior to the effective time, multiplied by (ii) the exchange ratio of 0.671.

4. (continued from footnote 3) Pursuant to the Merger Agreement, the Reporting Person's 46,051 FBR performance stock units ("PSUs") were also converted into B. Riley RSUs, with the number of shares of common stock of B. Riley subject to such B. Riley RSUs equal to the product (rounded to the nearest whole number) of (i) the number of shares of common stock of FBR that would be earned based on the level of achievement that would result in 50% of the number of shares of common stock of FBR subject to the FBR PSU being earned, multiplied by (ii) the exchange ratio of 0.671. The acquired B. Riley RSUs will continued to be governed on the same terms and conditions as applied to the converted FBR RSUs or FBR PSUs, as applicable (except that performance-based vesting conditions will no longer apply to B. Riley RSUs acquired in respect of FBR PSUs).

5. Represents shares of common stock of B. Riley withheld by the Company and remitted on behalf of the Reporting Person for payment of income taxes incurred for compensation received by the Reporting Person in connection with the issuance of shares of common stock of B. Riley resulting from the conversion of the Option.

	/s/ Richard J. Hendrix	06/05/2017
	** Signature of Reporting Person	Date
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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