Key facts
- This page summarizes Fundamental Global GP, LLC's Form 4 filing for FG Group Holdings Inc..
- 2 reported transactions and 0 derivative rows are listed below.
- Accepted by SEC: 01 Mar 2024, 17:06.
Fundamental Global GP, LLC - 29 Feb 2024 Form 4 Insider Report for FG Group Holdings Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 29 Feb 2024
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 01 Mar 2024, 17:06:22 UTC
- Prior SEC filing
- 31 Jan 2024
- Next SEC filing
- 21 Nov 2024
- Source filing
- View source filing
- Reporting owner signature
- FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Fundamental Global GP, LLC filed Form 4 for FG Group Holdings Inc. on 01 Mar 2024.
Change
- Previous filing in this sequence was filed on 31 Jan 2024.
- 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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
FGH
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -4,284,334
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 29 Feb 2024
- Ownership
- BALLANTYNE STRONG HOLDINGS, LLC
- Footnotes
- F1, F2, F3, F4, F5
FGH
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -853,619
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 29 Feb 2024
- Ownership
- FUNDAMENTAL GLOBAL HOLDINGS, LP
- Footnotes
- F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Fundamental Global GP, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 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
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.
Footnote F3
The partnerships managed by Fundamental Global GP, LLC ("FGGP") beneficially own in the aggregate 5,137,953 shares of Common Stock. FGGP may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Ballantyne Strong Holdings, LLC ("BTN Holdings") and Fundamental Global Holdings, LP ("FGHP").
Footnote F4
Due to their positions with FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN Holdings and FGHP. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
Footnote F5
Mr. Moglia and Mr. Cerminara each also hold additional shares of Common Stock.