Kyle Cerminara - Sep 30, 2024 Form 4 Insider Report for Fundamental Global Inc. (FGF)

Signature
/s/ Kyle Cerminara
Stock symbol
FGF
Transactions as of
Sep 30, 2024
Transactions value $
$0
Form type
4
Date filed
10/2/2024, 09:45 PM
Previous filing
May 21, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FGF Common Stock Award +56.4K +6.47% 928K Sep 30, 2024 Direct F1, F2
transaction FGF Restricted Stock Units Award +25K +2.69% 953K Sep 30, 2024 Direct F2, F4, F5
holding FGF Common Stock 7.54K Sep 30, 2024 By 401(k) Plan
holding FGF Common Stock 11.2K Sep 30, 2024 By Spouse
holding FGF Common Stock 4.22K Sep 30, 2024 By Minor Children
holding FGF Common Stock 8.05M Sep 30, 2024 FG Financial Holdings, LLC F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 30, 2024, in connection with the business combination of Strong Global Entertainment, Inc. ("SGE") with and into Fundamental Global Inc., ("FG"), each share of Class A Common Voting Stock of SGE was exchanged for 1.5 shares of FG common stock.
F2 Received in the Arrangement Agreement on a 1:1.5 basis.
F3 Effective as of May 6, 2024 and as of June 30, 2024, respectively, the 853,619 shares of FG Common Stock and the 4,284,334 shares of FG Common Stock that were previously reported as being held by Fundamental Global Holdings LP and by Ballantyne Strong Holdings LLC, respectively, were transferred into FG Financial Holdings LLC ("FGFH"). The transfers did not result in a change in beneficial ownership. FGFH beneficially owns in the aggregate 8,049,136 shares of FG Common Stock. Fundamental Global GP LLC ("FGGP"), which is an affiliate of FGFH, may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH. Mr. Cerminara disclaims beneficial ownership of the shares of FG Common Stock beneficially owned by FGFH and FGGP except to the extent of his pecuniary interest therein.
F4 Received in the Arrangement in exchange for Restricted Share Units ("RSUs") convertible into shares of SGE Class A Common Voting Stock ("SGE RSU"). At the Effective Time, each SGE RSU was converted into an RSU to acquire the number of shares of FG Common Stock (an "FG RSU") equal to the product of (i) the number of shares subject to such SGE RSU as of immediately prior to September 30, 2024, multiplied by (ii) the Exchange Ratio.
F5 The FG RSUs will vest in full on the first anniversary of the grant date, which was May 21, 2024, subject to continuous service through the vesting date.