Kyle Cerminara - Aug 19, 2022 Form 4 Insider Report for FG Financial Group, Inc. (FGF)

Signature
/s/ Kyle Cerminara
Stock symbol
FGF
Transactions as of
Aug 19, 2022
Transactions value $
$0
Form type
4
Date filed
8/23/2022, 06:10 PM
Previous filing
Jul 6, 2022
Next filing
Aug 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FGF Common Stock Award $0 +31.6K +67.85% $0.00 78.3K Aug 19, 2022 Direct F1, F2
holding FGF Common Stock 2.9M Aug 19, 2022 Ballantyne Strong, Inc. F3, F7
holding FGF Common Stock 2.05M Aug 19, 2022 Fundamental Activist Fund I, LP F4, F7
holding FGF Common Stock 477K Aug 19, 2022 FGI 1347 Holdings, LP F5, F7
holding FGF 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 8.97K Aug 19, 2022 Fundamental Activist Fund I, LP F4, F7
holding FGF 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 44 Aug 19, 2022 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal instalments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.
F2 Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, 18,023 RSUs which have previously vested to date as well as 25,285 unvested RSUs which have yet to vest to Mr. Cerminara. The RSUs had been previously granted under the Company's Amended and Restated 2014 Equity Incentive Plan, the Company's 2018 Equity Incentive Plan and the Company's 2021 Equity Incentive Plan as director compensation.
F3 The securities are held of record by Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara is Chairman of the Board of Directors of BTN.
F4 The securities are held of record by Fundamental Activist Fund I, LP ("FAFI"). Fundamental Global GP, LLC is the general partner of FAFI. Mr. Cerminara is the Chief Executive Officer of Fundamental Global GP, LLC.
F5 The securities are held of record by FGI 1347 Holdings, LP ("FGIH"). BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of BKTI
F6 The securities are held directly by Mr. Cerminara in a joint account with his spouse.
F7 Due to his positions with Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the shares of Common Stock disclosed as directly owned by FAFI, FGIH, and BKTI, and the shares of Preferred Stock disclosed as directly owned by FAFI. Due to his position with BTN, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by BTN. In aggregate, as a result of his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be the beneficial owner of 5,431,498 shares of Common Stock, which represent approximately 58.0% of the Company's outstanding shares of Common Stock, and 8,973 shares of Preferred Stock, which represent approximately 1.0% of the outstanding shares of Preferred Stock. Mr. Cerminara disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.