Ndamukong Suh - Feb 29, 2024 Form 4 Insider Report for FG Group Holdings Inc. (FGH)

Role
Director
Signature
/s/ Ndamukong Suh
Stock symbol
FGH
Transactions as of
Feb 29, 2024
Transactions value $
$0
Form type
4
Date filed
3/1/2024, 05:06 PM
Previous filing
Jul 6, 2023
Next filing
Dec 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FGH Common Stock Disposed to Issuer -112K -100% 0 Feb 29, 2024 Direct F1, F2
transaction FGH Common Stock Disposed to Issuer -20.8K -100% 0 Feb 29, 2024 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ndamukong Suh 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.