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*
B. Riley Financial, Inc.

(Last) (First) (Middle)
299 PARK AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eos Energy Enterprises, Inc. [ EOSE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/16/2020 J(1) 3,221,250(2) A $0 3,221,250(2) I By B. Riley Principal Sponsor Co. II, LLC(3)(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 11/16/2020 J(3) 1,073,750 (1) (1) Class A Common Stock 1,073,750 (1) 3,221,250 I By B. Riley Principal Sponsor Co. II, LLC(3)(4)
Class B Common Stock (1) 11/16/2020 J(1) 3,221,250(2) (1) (1) Class A Common Stock 3,221,250(2) (1) 0 I By B. Riley Principal Sponsor Co. II, LLC(3)(4)
1. Name and Address of Reporting Person*
B. Riley Financial, Inc.

(Last) (First) (Middle)
299 PARK AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
B. Riley Principal Sponsor Co. II, LLC

(Last) (First) (Middle)
299 PARK AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last) (First) (Middle)
299 PARK AVENUE, 21ST FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. In connection with 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"), among other things, each share of BMRG's Class B common stock 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.
2. 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.
3. Represents a pro-rata distribution to the members of B. Riley Principal Sponsor Co. II, LLC (the "Sponsor") for no consideration.
4. B. Riley Principal Investments, LLC ("BRPI") is the managing member of the Sponsor and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"), a Delaware corporation. BRPI and BRF may be deemed to indirectly beneficially own the shares held by the Sponsor.
B. Riley Financial, Inc., by: /s/ Daniel Nussen, Attorney-in-Fact 11/17/2020
B. Riley Principal Sponsor Co. II, LLC, by: /s/ Daniel Nussen, Attorney-in-Fact 11/17/2020
B. Riley Principal Investments, LLC, by: /s/ Daniel Nussen, Attorney-in-Fact 11/17/2020
** 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).
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