0001213900-20-038065.txt : 20201118 0001213900-20-038065.hdr.sgml : 20201118 20201118181209 ACCESSION NUMBER: 0001213900-20-038065 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201116 FILED AS OF DATE: 20201118 DATE AS OF CHANGE: 20201118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326214 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Principal Sponsor Co. II, LLC CENTRAL INDEX KEY: 0001811637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326215 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: (212) 457-3300 MAIL ADDRESS: STREET 1: 299 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY PRINCIPAL INVESTMENTS, LLC CENTRAL INDEX KEY: 0001776226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326216 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001658704 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326217 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Management GP, LLC CENTRAL INDEX KEY: 0001749420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326218 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-689-2220 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Opportunity Fund, LP CENTRAL INDEX KEY: 0001642765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326219 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Securities, Inc. CENTRAL INDEX KEY: 0001505748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326220 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: B. Riley FBR, Inc. DATE OF NAME CHANGE: 20180830 FORMER NAME: FORMER CONFORMED NAME: FBR Capital Markets & Co DATE OF NAME CHANGE: 20101115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39291 FILM NUMBER: 201326221 MAIL ADDRESS: STREET 1: C/O B. RILEY FINANCIAL, INC. STREET 2: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eos Energy Enterprises, Inc. CENTRAL INDEX KEY: 0001805077 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3920 PARK AVENUE CITY: EDISON STATE: NJ ZIP: 08820 BUSINESS PHONE: (732) 225-8400 MAIL ADDRESS: STREET 1: 3920 PARK AVENUE CITY: EDISON STATE: NJ ZIP: 08820 FORMER COMPANY: FORMER CONFORMED NAME: B. Riley Principal Merger Corp. II DATE OF NAME CHANGE: 20200227 4/A 1 ownership.xml X0306 4/A 2020-11-16 2020-11-17 0 0001805077 Eos Energy Enterprises, Inc. EOSE 0001464790 B. Riley Financial, Inc. 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001811637 B. Riley Principal Sponsor Co. II, LLC 299 PARK AVENUE 21ST FLOOR NEW YORK NY 10171 0 0 1 0 0001776226 B. RILEY PRINCIPAL INVESTMENTS, LLC 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS CA 91367 0 0 1 0 0001658704 B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001749420 BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001642765 BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001505748 B. Riley Securities, Inc. 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001207269 RILEY BRYANT R 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES CA 90025 0 0 1 0 Class A Common Stock 2020-11-16 4 P 0 5000 10.72 A 93793 I By B. Riley Securities, Inc. Class A Common Stock 2020-11-16 4 P 0 5000 10.70 A 98793 I By B. Riley Securities, Inc. Class A Common Stock 2020-11-16 4 P 0 4236 10.68 A 103029 I By B. Riley Securities, Inc. Class A Common Stock 2020-11-16 4 J 0 3221250 A 3871250 I By B. Riley Principal Sponsor Co. II, LLC Class A Common Stock 2020-11-16 4 P 0 140000 10.00 A 390000 I By BRC Partners Opportunity Fund, LP Class A Common Stock 2020-11-16 4 P 0 2167000 10.00 A 2167000 I By B. Riley Principal Investments, LLC Class A Common Stock 2020-11-16 4 P 0 20000 10.00 A 20000 D Class A Common Stock 2020-11-16 4 P 0 5000 10.00 A 5000 I By Bryant R. Riley, as UTMA custodian for Charlie Riley Class A Common Stock 2020-11-16 4 P 0 5000 10.00 A 5000 I By Bryant R. Riley, as UTMA custodian for Susan Riley Class A Common Stock 2020-11-16 4 P 0 5000 10.00 A 5000 I By Bryant R. Riley, as UTMA custodian for Abigail Riley Class A Common Stock 2020-11-16 4 P 0 5000 10.00 A 5000 I By Bryant R. Riley, as UTMA custodian for Eloise Riley Class B Common Stock 2020-11-16 4 J 0 1073750 D Class A Common Stock 1073750 3221250 I By B. Riley Principal Sponsor Co. II, LLC Class B Common Stock 2020-11-16 4 J 0 3221250 D Class A Common Stock 3221250 0 I By B. Riley Principal Sponsor Co. II, LLC Warrants (right to buy) 11.50 2020-11-17 4 J 0 325000 A Class A Common Stock 325000 325000 I By B. Riley Principal Sponsor Co. II, LLC Warrants (right to buy) 11.50 2020-11-17 4 J 0 25000 A Class A Common Stock 25000 25000 I By BRC Partners Opportunity Fund, LP 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. The Sponsor owned 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) (the "Registration Statement"), which automatically separated into their component securities upon the closing of the business combination between Eos Energy Enterprises, Inc. (formerly known as B. Riley Principal Merger Corp. II or "BMRG") and Eos Energy Storage LLC (the "Business Combination"). 1,288,500 of such shares are subject to the earnout restrictions set forth in the Sponsor Earnout Letter that was entered into on November 16, 2020, by and between BMRG and the Sponsor, in connection with the Business Combination. In connection with the Business Combination, among other things, each share of BMRG's Class B common stock (as described under the heading "Description of Securities" in the Registration Statement) converted into shares of BMRG's Class A common stock on a one-for-one basis and subsequently, each share of BMRG's Class A common stock was reclassified as a share of common stock of Eos Energy Enterprises, Inc. (or "EOSE"). BRPLP owned 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"), which automatically separated into their component securities upon the closing of the Business Combination. As previously disclosed, on September 7, 2020, the Company entered into certain subscription agreements (the "Subscription Agreements") with investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $40,000,000 of the Company's shares of common stock at a price of $10.00 per share, or an aggregate of 4,000,000 shares of common stock. BRPLP, BRPI and Bryant R. Riley are among the PIPE investors. Represents shares held directly by Bryant R. Riley. Represents a pro-rata distribution to the members of the Sponsor for no consideration. The warrants will become exercisable on the later of (a) 30 days after the completion of the Business Combination or (b) 12 months from the closing of the Public Offering. The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. This Form 4 amends and restates in its entirety the Form 4 filed jointly by BRF, BRPI and the Sponsor on November 17, 2020 (the "Original Form 4"). The purpose of this Form 4 is to include additional transactions unintentionally omitted from the Original Form 4. 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. B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 2020-11-18 B. Riley Principal Sponsor Co. II, LLC, by: /s/ Phillip Ahn, Authorized Signatory 2020-11-18 B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer 2020-11-18 B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 2020-11-18 BRC Partners Management GP, LLC, by B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 2020-11-18 BRC Partners Opportunity Fund, L.P., by: /s/ Bryant R. Riley, Chief Investment Officer 2020-11-18 B. Riley Securities, Inc.., by: /s/ Andrew Moore, Chief Executive Officer 2020-11-18 /s/ Bryant R. Riley 2020-11-18