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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 Principal Sponsor Co., LLC (Last) (First) (Middle) C/O B. RILEY PRINCIPAL MERGER CORP. 299 PARK AVENUE, 21ST FLOOR (Street) NEW YORK NY 10171 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol B. Riley Principal Merger Corp. [ BRPM ]	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) 04/30/2019
	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

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
Warrants (right to buy)	$11.5	04/30/2019		P		25,000		(1)	(2)	Class A Common Stock	25,000	$0.65	25,000	I	See footnote(3)
Warrants (right to buy)	$11.5	05/16/2019		S			300	(1)	(2)	Class A Common Stock	300	$0.67	24,700	I	See footnote(3)
Warrants (right to buy)	$11.5	05/16/2019		S			200	(1)	(2)	Class A Common Stock	200	$0.67	24,500	I	See footnote(3)
Warrants (right to buy)	$11.5	05/22/2019		S			200	(1)	(2)	Class A Common Stock	200	$0.65	24,300	I	See footnote(3)
Warrants (right to buy)	$11.5	06/06/2019		S			100	(1)	(2)	Class A Common Stock	100	$0.64	24,200	I	See footnote(3)

1. Name and Address of Reporting Person* B. Riley Principal Sponsor Co., LLC (Last) (First) (Middle) C/O B. RILEY PRINCIPAL MERGER CORP. 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 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 FBR, 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)

Explanation of Responses:

1. The Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination (as further described in the Prospectus filed by B. Riley Principal Merger Corp. with the Securities and Exchange Commission on April 9, 2019 (the "Prospectus")) or (b) on April 11, 2020, which is 12 months from the closing of the initial public offering of the Issuer.

2. The Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation, as further described in the Prospectus.

3. B. Riley FBR, Inc. ("BRFBR") is the direct owner of the warrants. B. Riley Financial, Inc. ("BRF") is the parent company of BRFBR and the sole member of the managing member of B. Riley Principal Sponsor Co., LLC (the "Sponsor") and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor.

Remarks:

Certain of these transactions are matchable transactions under Section 16(b) of the Exchange Act. The reporting persons have disgorged the full amount of recoverable profits to the Issuer.

	B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer	08/16/2019
	B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer	08/16/2019
	B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer	08/16/2019
	** Signature of Reporting Person	Date
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