Fundamental Global GP, LLC - Dec 9, 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
Dec 9, 2021
Transactions value $
-$9,433
Form type
4
Date filed
12/13/2021, 06:45 PM
Previous filing
Dec 7, 2021
Next filing
Jun 15, 2022

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 -$9.43K -385 -4.11% $24.50* 8.97K Dec 9, 2021 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP F3, F4
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 1.64M Dec 9, 2021 BALLANTYNE STRONG, INC. F1, F4
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 788K Dec 9, 2021 FUNDAMENTAL ACTIVIST FUND I, LP F1, F4
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 629K Dec 9, 2021 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP F1, F4
holding FGF COMMON STOCK, PAR VALUE $0.01 PER SHARE 477K Dec 9, 2021 FGI 1347 HOLDINGS, LP F1, F2, F4

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 Dec 9, 2021 COMMON STOCK 50K $6.00 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP F5
holding FGF CALL OPTION (RIGHT TO BUY) 50K Dec 9, 2021 COMMON STOCK 50K $6.00 FUNDAMENTAL ACTIVIST FUND I, LP F5
* 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 3,632,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 55.9% of the Company's outstanding shares of Common Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners Master Fund, LP ("FGPM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("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.
F2 BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.
F3 The Reporting Persons beneficially own in the aggregate 8,973 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.
F4 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.
F5 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.