Statement of Changes in Beneficial Ownership (4)
June 14 2023 - 7:14PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Fundamental Global GP, LLC |
2. Issuer Name and Ticker or Trading Symbol
FG Financial Group, Inc.
[
FGF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
108 GATEWAY BLVD., SUITE 204, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2023 |
(Street)
MOORESVILLE, NC 28117 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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8.00% Cumulative Preferred Stock, Series A, $25.00 par value | | | | | | | | 56131 (2)(3)(4) | I | FG Financial Holdings, LLC |
COMMON STOCK, PAR VALUE $0.01 PER SHARE | 6/12/2023 | | P | | 20593 | A | $1.85 (1) | 5639704 (2)(3)(4) | I | FG Financial Holdings, LLC |
COMMON STOCK, PAR VALUE $0.01 PER SHARE | 6/13/2023 | | P | | 26407 | A | $1.85 | 5666111 (2)(3)(4) | I | FG Financial Holdings, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.81 to $1.85, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the range set forth above. |
(2) | FG Financial Holdings, LLC ("FGFH"), which is managed by Fundamental Global GP, LLC ("FGGP"), beneficially owns in the aggregate 56,131 shares of Preferred Stock and 5,666,111 shares of Common Stock, which represent approximately 55.0% of the Company's outstanding shares of Common Stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. |
(3) | Due to their positions with FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the securities disclosed as directly owned by FGFH. Mr. Cerminara also holds additional shares of Common Stock and Preferred Stock. Each Reporting Person disclaims beneficial ownership of the securities referred to herein except to the extent of his or its pecuniary interest therein. |
(4) | FG Group Holdings, Inc. ("FGH"), formerly known as Ballantyne Strong, Inc. ("BTN"), owns membership interests in FGFH and may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH; however, FGH disclaims beneficial ownership of the securities referred to herein except to the extent of its pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Fundamental Global GP, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE, NC 28117 |
| X |
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Cerminara Kyle C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE, NC 28117 | X | X |
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MOGLIA JOSEPH H C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE, NC 28117 |
| X |
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FG Group Holdings Inc. 5960 FAIRVIEW ROAD, SUITE 275 CHARLOTTE, NC 28210 |
| X |
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FG Financial Holdings, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE, NC 28117 |
| X |
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Signatures
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FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER | | 6/14/2023 |
**Signature of Reporting Person | Date |
FG GROUP HOLDINGS, INC., /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER | | 6/14/2023 |
**Signature of Reporting Person | Date |
FG FINANCIAL HOLDINGS, LLC /S/ D. KYLE CERMINARA, MANAGER | | 6/14/2023 |
**Signature of Reporting Person | Date |
FG FINANCIAL HOLDINGS, LLC /S/ RYAN R. K. TURNER, MANAGER | | 6/14/2023 |
**Signature of Reporting Person | Date |
/S/ D. KYLE CERMINARA | | 6/14/2023 |
**Signature of Reporting Person | Date |
/S/ JOSEPH H. MOGLIA | | 6/14/2023 |
**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 control number. |
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