Fundamental Global Investors, LLC - May 26, 2021 Form 4 Insider Report for FG Financial Group, Inc. (FGF)

Role: Director, 10%+ Owner
Signature: FUNDAMENTAL GLOBAL INVESTORS, LLC/S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER, PARTNER AND MANAGER
Stock symbol: FGF
Transactions as of: May 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/28/2021, 02:26 PM
Previous filing: May 28, 2021
Next filing: Jul 26, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE	Purchase	$42.9K	+5.3K	+176.53%	$8.10	8.3K	May 26, 2021	FUNDAMENTAL GLOBAL CAPITAL APPRECIATION FUND, LP	F1, F4, F6
transaction	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE	Sale	-$42.9K	-5.3K	-100%	$8.10	0	May 26, 2021	FGI GLOBAL ASSET ALLOCATION FUND, LTD.	F1, F4, F6
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						788K	May 26, 2021	FUNDAMENTAL ACTIVIST FUND I, LP	F1, F4
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						629K	May 26, 2021	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP	F1, F4
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						4.53K	May 26, 2021	FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP	F1, F4
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						477K	May 26, 2021	FGI 1347 HOLDINGS, LP	F1, F2, F4
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						1.04M	May 26, 2021	BALLANTYNE STRONG, INC.	F1, F4
holding	FGF	8.00% Cumulative Preferred Stock, Series A, $25.00 par value						34.6K	May 26, 2021	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP	F3, F4
holding	FGF	8.00% Cumulative Preferred Stock, Series A, $25.00 par value						590	May 26, 2021	FUNDAMENTAL GLOBAL CAPITAL APPRECIATION FUND, LP	F3, 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	May 26, 2021	COMMON STOCK	50K	$6.00	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP	F5
holding	FGF	CALL OPTION (RIGHT TO BUY)						50K	May 26, 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 3,045,593 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 60.8% of the Company's outstanding shares of Common Stock. Fundamental Global Investors, 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"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"), FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH"), Fundamental Global Capital Appreciation Fund, LP ("FGCA") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 11,162 shares of Common Stock and restricted stock units representing the right to receive 20,987 shares of Common Stock upon vesting. In addition, Mr. Johnson holds 32,149 shares of Common Stock.
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 35,210 shares of Preferred Stock, which represent approximately 4.1% of the outstanding shares of Preferred Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM and FGCA. 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 Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FGAA, FGGM, FAFI, FGIH and FGCA and the shares of Preferred Stock disclosed as directly owned by FGPM and FGCA. Due to their positions with BTN, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be beneficial owners 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.
F6	Represents a cross-trade between FGAA and FGCA, in which FGAA disposed of and FGCA acquired the reported shares. Accordingly, there was no change in the aggregate beneficial ownership of the Reporting Persons.