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 *

B. Riley Principal Sponsor Co., LLC 		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)
(Last)          (First)          (Middle)

C/O B. RILEY PRINCIPAL MERGER CORP., 299 PARK AVENUE, 21ST FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/30/2019
(Street)

NEW YORK, NY 10171
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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

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
Warrants (right to buy)   $11.50   4/30/2019     P      25000         (1)   (2) Class A Common Stock   25000   $0.65   25000   I   See footnote   (3)
Warrants (right to buy)   $11.50   5/16/2019     S         300      (1)   (2) Class A Common Stock   300   $0.67   24700   I   See footnote   (3)
Warrants (right to buy)   $11.50   5/16/2019     S         200      (1)   (2) Class A Common Stock   200   $0.67   24500   I   See footnote   (3)
Warrants (right to buy)   $11.50   5/22/2019     S         200      (1)   (2) Class A Common Stock   200   $0.65   24300   I   See footnote   (3)
Warrants (right to buy)   $11.50   6/6/2019     S         100      (1)   (2) Class A Common Stock   100   $0.64   24200   I   See footnote   (3)

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
B. Riley Principal Sponsor Co., LLC
C/O B. RILEY PRINCIPAL MERGER CORP.
299 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10171
X

B. Riley Financial, Inc.
299 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10171
X

B. Riley FBR, Inc.
299 PARK AVENUE, 21ST FLOOR
NEW YORK, NY 10171
X


Signatures
B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 8/16/2019
** Signature of Reporting Person Date

B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer 8/16/2019
** Signature of Reporting Person Date

B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer 8/16/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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