RILYP B Riley Financial Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * RILEY BRYANT R	2. Issuer Name and Ticker or Trading Symbol B. Riley Financial, Inc. [ RILY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chairman and Co-CEO
(Last)          (First)          (Middle) C/O B. RILEY FINANCIAL, INC., 21255 BURBANK BLVD, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 5/21/2020
(Street) WOODLAND HILLS, CA 91367 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/21/2020		A		41482 (1)	A	$0.00	4548824 (3)	D
Common Stock	5/21/2020		P(2)		1835	A	$18.2482	4550659 (3)	D
Common Stock								73617	I	By B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley (4)
Common Stock								4875	I	UTMA account of S.R. (5)(9)
Common Stock								4875	I	UTMA account of C.R. (6)(9)
Common Stock								4875	I	UTMA account of A.R. (7)(9)
Common Stock								4875	I	UTMA account of E.R. (8)(9)
Common Stock								200000	I	By the Robert Antin Children Irrevocable Trust (10)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:
(1)	Represents a restricted stock unit that settles in common stock of the Company and vests in three equal installments on May 24, 2021, May 24, 2022 and May 24, 2023.
(2)	This transaction was executed in multiple trades at prices ranging from $18.235 to $18.25. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3)	Bryant R. Riley (the "Reporting Person") beneficially owns these shares directly or jointly with his wife.
(4)	B. Riley Financial, Inc. 401(k) Profit Sharing Plan FBO Bryant Riley was formerly known as "B. Riley & Co., LLC 401(k) Profit Sharing Plan FBO Bryant Riley."
(5)	The shares are held for S.R., the child of the Reporting Person, through a custodial account established pursuant to the Uniform Transfer to Minors Act ("UTMA") for which the Reporting Person serves as custodian.
(6)	The shares are held for C.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.
(7)	The shares are held for A.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.
(8)	The shares are held for E.R., the child of the Reporting Person, through a custodial account established pursuant to the UTMA for which the Reporting Person serves as custodian.
(9)	The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(10)	Held of record by the Robert Antin Children Irrevocable Trust Dtd 1/1/01 (the "Trust"). The Reporting Person, as Trustee of the Trust, may be deemed to beneficially own the shares held by the Trust.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RILEY BRYANT R C/O B. RILEY FINANCIAL, INC. 21255 BURBANK BLVD, SUITE 400 WOODLAND HILLS, CA 91367	X	X	Chairman and Co-CEO

Signatures
/s/ Bryant R. Riley		5/26/2020
**Signature of Reporting Person		Date