Michael C. Mitchell - 29 Feb 2024 Form 4 Insider Report for FG Group Holdings Inc.

Role: Director
Signature: /s/ Michael C. Mitchell
Issuer symbol: N/A
Transactions as of: 29 Feb 2024
Net transactions value: $0
Form type: 4
Filing time: 01 Mar 2024, 17:06:43 UTC
Previous filing: 06 Jul 2023
Next filing: 02 Dec 2024
SEC: View on sec.gov

Key filing fact

Michael C. Mitchell filed Form 4 for FG Group Holdings Inc. on 01 Mar 2024.

Key facts

This page summarizes Michael C. Mitchell's Form 4 filing for FG Group Holdings Inc..
2 reported transactions and 0 derivative rows are listed below.
Filing timestamp: 01 Mar 2024, 17:06.

Change

Previous filing in this sequence was filed on 06 Jul 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

FGH transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -66,777
Change %: -100%
Price
Shares after: 0
Date: 29 Feb 2024
Ownership: Direct
Footnotes: F1, F2

FGH transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -20,833
Change %: -100%
Price
Shares after: 0
Date: 29 Feb 2024
Ownership: Direct
Footnotes: F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael C. Mitchell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On January 3, 2024, Fundamental Global Inc. (f/k/a FG Financial Group, Inc., the "Parent"), FG Group LLC (the "Acquiror"), and FG Group Holdings Inc. (the "Company") entered into a Plan of Merger (the "Merger Agreement"), pursuant to which the Company merged with and into the Acquiror, with the Acquiror surviving the merger as a wholly owned subsidiary of the Parent (the "Merger"). On February 29, 2024, at approximately 4:05 PM Eastern time, the effective time of the Merger (the "Effective Time"), all of the outstanding shares of common stock of the Company ("Company Common Stock") were converted into shares of common stock of the Parent ("Parent Common Stock") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement.
F2	Disposed of pursuant to the Merger Agreement in exchange for a number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock owned as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
F3	Restricted Share Units (RSUs) granted as non-employee director compensation pursuant to the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. Each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms, as were applicable to such Company RSU immediately prior to the Effective Time.