Statement of Changes in Beneficial Ownership (4)

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 ^* KELLEHER THOMAS J /ADV	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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/21/2020		A		41482 ⁽¹⁾	A	$0.00	180103	D
Common Stock	5/22/2020		F		8131 ⁽²⁾	D	$18.54	171972	D
Common Stock								15100	I	See note ⁽³⁾
Common Stock								454748	I	See note ⁽⁴⁾
Common Stock								5600	I	By wife ⁽⁵⁾
Common Stock								1100	I	By daughter ⁽⁶⁾
Common Stock								1100	I	By daughter ⁽⁷⁾
Common Stock								1100	I	By daughter ⁽⁸⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	Represents shares withheld by the Company and remitted on behalf of the Reporting Person for payment of taxes in connection with the vesting of shares from Restricted Stock Units granted on June 13, 2017, June 13, 2018 and May 24, 2019.
(3)	Held by self-directed IRA: Thomas John Kelleher IRA.
(4)	Held of record by Thomas J. Kelleher and M. Meighan Kelleher as Trustees for the Kelleher Family Trust.
(5)	Held with dispositive power for Mary Meighan Kelleher IRA.
(6)	Held with dispositive power for Lyndsey Kelleher.
(7)	Held of record by Thomas J. Kelleher as UTMA custodian for daughter Kaitlin Kelleher.
(8)	Held with dispositive power for Mackenna Kelleher.

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