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