Michael C. Mitchell - 29 Feb 2024 Form 4 Insider Report for FG Financial Group, Inc. (FGF)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
01 Mar 2024, 17:18:58 UTC
Prior SEC filing
06 Jul 2023
Next SEC filing
02 Dec 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael C. Mitchell

Key filing fact

Michael C. Mitchell filed Form 4 for FG Financial Group, Inc. (FGF) on 01 Mar 2024.

Key facts

  • This page summarizes Michael C. Mitchell's Form 4 filing for FG Financial Group, Inc. (FGF).
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 01 Mar 2024, 17:18.

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.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FGF transaction

Common Stock

Award

Transaction value
Shares
+66,777
Change %
+30%
Price
Shares after
286,095
Date
29 Feb 2024
Ownership
Direct
Footnotes
F1, F2
FGF transaction

Common Stock

Award

Transaction value
Shares
+20,833
Change %
+7.3%
Price
Shares after
306,928
Date
29 Feb 2024
Ownership
Direct
Footnotes
F1, F3, F4
FGF holding

8.00% Cumulative Preferred Stock, Series A, $25.00 par value

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
3,064
Date
29 Feb 2024
Ownership
Direct
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote F2

Received in the Merger in exchange for an equal number of shares of Company Common Stock.

Footnote F3

Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") 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.

Footnote F4

The Parent RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date.

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