Fundamental Global GP, LLC - Sep 14, 2021 Form 4 Insider Report for FG Financial Group, Inc. (FGF)

Role
10%+ Owner
Signature
FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER
Stock symbol
FGF
Transactions as of
Sep 14, 2021
Transactions value $
-$298,775
Form type
4
Date filed
9/16/2021, 07:30 PM
Next filing
Dec 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FGF 8.00% Cumulative Preferred Stock, Series A, $25.00 par value Sale -$15.6K -621 -1.79% $25.18* 34K Sep 14, 2021 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP F4, F5
transaction FGF 8.00% Cumulative Preferred Stock, Series A, $25.00 par value Sale -$283K -11.3K -33.3% $25.01* 22.7K Sep 15, 2021 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP F4, F5
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 788K Sep 14, 2021 FUNDAMENTAL ACTIVIST FUND I, LP F1, F2, F5
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 629K Sep 14, 2021 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP F1, F2, F5
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 477K Sep 14, 2021 FGI 1347 HOLDINGS, LP F1, F2, F3, F5
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 1.04M Sep 14, 2021 BALLANTYNE STRONG, INC. F1, F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FGF CALL OPTION (RIGHT TO BUY) 50K Sep 14, 2021 COMMON STOCK 50K $6.00 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP F6
holding FGF CALL OPTION (RIGHT TO BUY) 50K Sep 14, 2021 COMMON STOCK 50K $6.00 FUNDAMENTAL ACTIVIST FUND I, LP F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Persons beneficially own in the aggregate 3,032,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 60.5% of the Company's outstanding shares of Common Stock. On August 1, 2021, the investment management agreements for Fundamental Global Partners Master Fund, LP ("FGPM"), Fundamental Activist Fund I, LP ("FAFI") and FGI 1347 Holdings, LP ("FGIH") were assigned to Fundamental Global GP, LLC. The investment management agreements for FGI Global Asset Allocation Master Fund, LP ("FGGM") and Fundamental Global Capital Appreciation Fund, LP ("FGCA") were assigned to CW Institutional, LLC and EverStar Asset Management, LLC, respectively, and no Reporting Person has management authority over the 4,532 and 8,296 shares of the Company's Common Stock that were previously reported by FGGM and FGCA, respectively, or the 590 shares of the Company's Preferred Stock previously reported by FGCA.
F2 (Continued from footnote 1) Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by FGPM. FAFI, FGIH and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 15,592 shares of Common Stock and restricted stock units representing the right to receive 16,557 shares of Common Stock upon vesting.
F3 BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.
F4 The Reporting Persons beneficially own in the aggregate 22,678 shares of Preferred Stock, which represent approximately 2.5% of the outstanding shares of Preferred Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.
F5 Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by BTN. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
F6 Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022.