Form D/A

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
BRC PARTNERS OPPORTUNITY FUND, LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
2015

Previous Name(s)
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

11100 SANTA MONICA BLVD. SUITE 800
LOS ANGELES, CA 90025
 Phone Number: subscription required

Item 3. Related Persons

Name
BRYANT RICHARD RILEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CHIEF EXECUTIVE OFFICER, B. RILEY CAPITAL MANAGEMENT, LLC

Item 3. Related Persons

Name
N/A B. RILEY CAPITAL MANAGEMENT, LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
A DIVISION OF B. RILEY CAPITAL MANAGEMENT, LLC B. RILEY ASSET MANAGEMENT
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
INVESTMENT MANAGER OF THE ISSUER

Item 3. Related Persons

Name
TOM KELLEHER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
PRESIDENT OF B. RILEY CAPITAL MANAGEMENT, LLC

Item 3. Related Persons

Name
MICHAEL MARKUNAS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
DEPUTY GENERAL COUNSEL CHIEF COMPLIANCE OFFICER OF B. RILEY CAPITAL MANAGEMENT, LLC

Item 3. Related Persons

Name
MICHAEL MCCOY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
CHIEF FINANCIAL OFFICER OF B. RILEY CAPITAL MANAGEMENT, LLC

Item 4. Industry Group

POOLED INVESTMENT FUND - HEDGE FUND

Item 5. Issuer Size

Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

Amendment
Date of First Sale in this Offering:
06/01/2015

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
1000000

Item 12. Sales Compensation

Recipient
B. RILEY CO., LLC
Recipient CRD Number
40355
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
11100 SANTA MONICA BLVD. SUITE 800
LOS ANGELES, CA 90025
States of Solicitation
  • CA

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
19634394
Total Remaining to be Sold
INDEFINITE
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
24

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0 Is an estimate
Finders' Fees
0.0 Is an estimate
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0 Is an estimate
Clarification of Response
THE GENERAL PARTNER AND INVESTMENT MANAGER ARE ENTITLED TO A MANAGEMENT FEE AND PERFORMANCE ALLOCATION, WHICH ARE DETAILED IN THE ISSUER'S OFFERING DOCUMENTS.

Signature and Submission

Issuer Name
BRC PARTNERS OPPORTUNITY FUND, LP
Issuer Signature
BRYANT RILEY
Signer Name
BRYANT RILEY, CEO OF B. RILEY CAPITAL MANAGEMENT, LLC
Signer Title
INVESTMENT MANAGER
Signature Date
01/13/2017

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