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

Role
Director
Signature
/s/ Michael C. Mitchell
Stock symbol
FGF
Transactions as of
Feb 29, 2024
Transactions value $
$0
Form type
4
Date filed
3/1/2024, 05:18 PM
Previous filing
Jul 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FGF Common Stock Award +66.8K +30.45% 286K Feb 29, 2024 Direct F1, F2
transaction FGF Common Stock Award +20.8K +7.28% 307K Feb 29, 2024 Direct F1, F3, F4
holding FGF 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 3.06K Feb 29, 2024 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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