SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2021

3. Issuer Name and Ticker or Trading Symbol
B. Riley Principal 150 Merger Corp. [ BRPM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,312,500⁽²⁾	⁽¹⁾	I	By B. Riley Principal 150 Sponsor Co. II, LLC⁽³⁾

1. Name and Address of Reporting Person^*

B. Riley Financial, Inc.

(Last)

(First)

(Middle)

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. Riley Principal 150 Sponsor Co., LLC

(Last)

(First)

(Middle)

C/O B. RILEY PRINCIPAL 150 MERGER CORP.

299 PARK AVENUE, 21ST FLOOR

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

B. RILEY PRINCIPAL INVESTMENTS, LLC

(Last)

(First)

(Middle)

C/O B. RILEY FINANCIAL, INC.

11100 SANTA MONICA BOULEVARD, SUITE 800

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares of Class B common stock will automatically convert into shares of the Issuer's Class A common stock at the time of the Issuer's initial business combination as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-251955) (the "Registration Statement") and have no expiration date.

2. These shares represent the Class B common stock beneficially owned by the Reporting Persons, acquired pursuant to a subscription agreement by and between B. Riley Principal 150 Sponsor Co., LLC (the "Sponsor") and the Issuer. The shares of Class B common stock owned by the Sponsor include up to 562,500 shares of Class B common stock subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

3. B. Riley Principal Investments, LLC ("BRPI") is the managing member of the Sponsor and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"). BRPI has voting and dispositive power over the securities held by the Sponsor. BRF disclaims beneficial ownership over any securities directly held by the Sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly.

Remarks:

See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney.

	/s/ Appy Ali, Attorney-in-Fact for B. Riley Financial, Inc.	02/18/2021
	/s/ Appy Ali, Attorney-in-Fact for B. Riley Principal 150 Sponsor Co., LLC	02/18/2021
	/s/ Appy Ali, Attorney-in-Fact for B. Riley Principal Investments, LLC	02/18/2021
	** 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 5 (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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SEC Form 3 filed by Inc. Financial, Riley B.