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 Financial, Inc. (Last) (First) (Middle) 21255 BURBANK BLVD. SUITE 400 (Street) WOODLAND HILLS CA 91367 (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) 02/06/2020
	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
Class A Common Stock	02/06/2020		J(3)		240,608	D	(3)	3,976,250	I	See notes(1)(2)
Class A Common Stock	02/06/2020		P		74,400	A	$10.2	4,050,650	I	See notes(1)(2)(4)
Class A Common Stock	02/06/2020		S		67,075	D	$10.2	3,983,575	I	See notes(1)(2)(4)
Class A Common Stock	02/06/2020		P		129,831	A	$10.21	4,113,406	I	See notes(1)(2)(4)
Class A Common Stock	02/06/2020		S		108,107	D	$10.21	4,005,299	I	See notes(1)(2)(4)
Class A Common Stock	02/06/2020		P		157,073	A	$10.2063	4,162,372	I	See notes(1)(2)(5)
Class A Common Stock	02/07/2020		P		48	A	$10.18	4,162,420	I	See notes(1)(2)(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

1. Name and Address of Reporting Person* B. Riley Financial, Inc. (Last) (First) (Middle) 21255 BURBANK BLVD. SUITE 400 (Street) WOODLAND HILLS CA 91367 (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., 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 CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 11100 SANTA MONICA BLVD, SUITE 800 (Street) LOS ANGELES CA 90025 (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* BRC Partners Management GP, LLC (Last) (First) (Middle) 11100 SANTA MONICA BLVD, SUITE 800 (Street) LOS ANGELES CA 90025 (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* BRC Partners Opportunity Fund, LP (Last) (First) (Middle) 11100 SANTA MONICA BLVD, SUITE 800 (Street) LOS ANGELES CA 90025 (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) 11100 SANTA MONICA BLVD, SUITE 800 (Street) LOS ANGELES CA 90025 (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 addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), and B. Riley FBR, Inc., a Delaware corporation ("BRFBR" and collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock") of B. Riley Principal Merger Corp, a Delaware corporation (the "Issuer"), reported herein except to the extent of its pecuniary interest therein.

2. BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP, and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRF is the parent company of BRFBR and the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by BRFBR and the Sponsor.

3. On February 6, 2020, BRPLP redeemed 240,608 shares of Common Stock with the Issuer for cash at a price of $10.16 per share, as stated on the received redemption notice. As previously announced, the Issuer has scheduled a special meeting on February 11, 2020 in lieu of the 2020 annual meeting of its stockholders, to vote on the proposals (the "vote") relating to the Issuer's proposed business combination with Alta Equipment Holdings, Inc. Holders of shares of the Issuer's Common Stock were entitled to request that the Issuer redeem all or a portion of their public shares for cash in connection with the vote until February 7, 2020.

4. Represents shares of Common Stock held directly by BRFBR. BRFBR is a FINRA registered broker dealer and market maker. The transactions reported herein reflect executions in which BRFBR had no direct or indirect beneficial interest. Such transactions were executed in furtherance of BRFBR's bona-fide market making activities. As part of its bona-fide market making activities, BRFBR may hold long or short positions overnight.

5. Represents shares of Common Stock held directly by BRPLP.

Remarks:

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	02/10/2020
	B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer	02/10/2020
	B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer	02/10/2020
	BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer	02/10/2020
	BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer	02/10/2020
	B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer	02/10/2020
	** 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).
** 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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