Statement of Changes in Beneficial Ownership (4)
December 06 2022 - 3:15PM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
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
*
Fundamental Global GP, LLC |
2. Issuer Name and Ticker or Trading Symbol
FG Financial Group, Inc.
[
FGF
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
|
|
(Last)
(First)
(Middle)
108 GATEWAY BLVD., SUITE 204, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2022 |
|
(Street)
MOORESVILLE, NC 28117
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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 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
|
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 12/2/2022 | | P | | 650 | A | $19.06 (1) | 56131 (2)(3)(4) | I | FG Financial Holdings, LLC |
| COMMON STOCK, PAR VALUE $0.01 PER SHARE | | | | | | | | 5619111 (2)(3)(4) | I | FG Financial Holdings, LLC |
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 |
| 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 $19.00 to $19.46, 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 5,619,111 shares of Common Stock, which represent approximately 59.8% 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) | 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, BTN disclaims beneficial ownership of the securities referred to herein except to the extent of its pecuniary interest therein. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fundamental Global GP, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE, NC 28117 |
| X |
|
|
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE, NC 28117 | X | X |
|
|
MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE, NC 28117 |
| X |
|
|
BALLANTYNE STRONG, INC.
5960 FAIRVIEW ROAD, SUITE 275
CHARLOTTE, NC 28210 |
| X |
|
|
FG Financial Holdings, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE, NC 28117 |
| X |
|
|
Signatures
|
| FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER | | 12/6/2022 |
| **Signature of Reporting Person | Date |
| BALLANTYNE STRONG, INC., /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER | | 12/6/2022 |
| **Signature of Reporting Person | Date |
| FG FINANCIAL HOLDINGS, LLC, /S/ D. KYLE CERMINARA, MANAGER | | 12/6/2022 |
| **Signature of Reporting Person | Date |
| FG FINANCIAL HOLDINGS, LLC, /S/ RYAN R. K. TURNER, MANAGER | | 12/6/2022 |
| **Signature of Reporting Person | Date |
| /S/ D. KYLE CERMINARA | | 12/6/2022 |
| **Signature of Reporting Person | Date |
| /S/ JOSEPH H. MOGLIA | | 12/6/2022 |
| **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. |
Fundamental Global (NASDAQ:FGF)
Historical Stock Chart
From Dec 2024 to Jan 2025
Fundamental Global (NASDAQ:FGF)
Historical Stock Chart
From Jan 2024 to Jan 2025
