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B Riley Principal 250 Merger Corp
Date Filed :
Jun 02, 2023
View Exhibits
SEC FORM 4
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
X
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)
11100 SANTA MONICA BOULEVARD, SUITE 800
(Street)
LOS ANGELES
CA
90025
(City)
(State)
(Zip)
2. Issuer Name
and
Ticker or Trading Symbol
B. Riley Principal 250 Merger Corp.
[
BRIV
]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X
Director
X
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2023
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
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
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
Class B. Common Stock
(4)
06/02/2023
D
(1)
(2)
1
(4)
(4)
Class A Common Stock
1
(4)
0
I
By B. Riley Principal 250 Sponsor Co. 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
CA
90025
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
B. Riley Principal 250 Sponsor Co., LLC
(Last)
(First)
(Middle)
C/O B. RILEY PRINCIPAL 250 MERGER CORP.
299 PARK AVENUE, 21ST FLOOR
(Street)
NEW YORK
NY
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
CA
90025
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
RILEY BRYANT R
(Last)
(First)
(Middle)
C/O B. RILEY PRINCIPAL MERGER 250 CORP.
299 PARK AVENUE, 21ST FLOOR
(Street)
NEW YORK
NY
10171
(City)
(State)
(Zip)
Explanation of Responses:
1. On April 21, 2023, the Issuer announced that its board of directors had determined to redeem all of its outstanding shares of Class A common stock sold in the Issuer's initial public offering (the "Public Shares"), effective as of May 4, 2023, because the Issuer will not be able to consummate an initial business combination within the time period required by its amended and restated certificate of incorporation.
2. As of the close of business on May 4, 2023, the Public Shares were deemed cancelled and represented only the rights to receive the per-share redemption price. In connection with the redemption of the Public Shares and anticipated dissolution of the Issuer, on May 4, 2023, B. Riley Principal 250 Sponsor Co., LLC (the "Sponsor") forfeited to the Issuer for no consideration 4,312,499 shares of Class B common stock and 600,000 shares of Class A common stock. In connection with the dissolution of the Issuer, on June 2, 2023, the Sponsor surrendered to the Issuer one share of Class B common stock.
3. B. Riley Principal Investments, LLC ("BRPI") is the managing member of B. Riley Principal 250 Sponsor Co., LLC (the "Sponsor") and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"). BRPI and BRF had voting and dispositive power over the securities held by the Sponsor. Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. Bryant R. Riley is also the Chairman of the Board of Directors of the Issuer. As a result, each of BRPI, BRF and Bryant R. Riley may be deemed to have indirectly beneficially owned the securities directly held the Sponsor. Each of BRPI, BRF and Bryant R. Riley disclaimed beneficial ownership over any securities directly held by the Sponsor other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.
4. The shares of Class B common stock were convertible for 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- 253464) (the "Registration Statement") and had no expiration date.
Remarks:
The Sponsor, BRPI and BRF may be deemed directors by deputization by virtue of their representation on the board of directors of the Issuer. Bryant R. Riley is Chairman of the board of directors of the Issuer.
/s/ Bryant R. Riley for B. Riley Financial, Inc. Name: Bryant R. Riley Title: Co-Chief Executive Officer
06/02/2023
/s/ Phillip Ahn for B. Riley Principal 250 Sponsor Co. LLC Name: Phillip Ahn Title: Managing Member
06/02/2023
/s/ Kenneth Young for B. Riley Principal Investments LLC Name: Kenneth Young Title: Chief Executive Officer
06/02/2023
/s/ Bryant R. Riley Name: Bryant R. Riley
06/02/2023
** 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 Number.
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