Amended Statement of Changes in Beneficial Ownership (4/a)

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) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Co-CEO
(Last)          (First)          (Middle) C/O B. RILEY FINANCIAL, INC, 11100 SANTA MONICA BLVD., SUITE 800	3. Date of Earliest Transaction (MM/DD/YYYY) 12/3/2020
(Street) LOS ANGELES, CA 90025 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 12/7/2020	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

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
Performance Restricted Stock Units	(1)	12/3/2020		M			200000 (2)	(1)	(1)	Common Stock	200000	$0	0	D

Explanation of Responses:
(1)	Each performance restricted stock unit represented the right to receive a share of Common Stock upon the Issuer achieving Total Shareholder Return (TSR) of $35.00 (including reinvestment of dividends) (as defined in the 2009 Stock Incentive Plan) within three (3) years of the grant date. These shares are subject to a 2-year restriction on sale or transfer.
(2)	Original Form 4 inadvertently reported the PRSUs as an acquisition instead of a disposition.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KELLEHER THOMAS J /ADV C/O B. RILEY FINANCIAL, INC 11100 SANTA MONICA BLVD., SUITE 800 LOS ANGELES, CA 90025			Co-CEO

Signatures
/s/ Thomas J. Kelleher		12/8/2020
**Signature of Reporting Person		Date