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    Fundamental Global Gp, Llc returned 5,137,953 shares to the company (SEC Form 4)

    3/1/24 5:06:22 PM ET
    $FGH
    Industrial Machinery/Components
    Consumer Discretionary
    Get the next $FGH alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Fundamental Global GP, LLC

    (Last) (First) (Middle)
    108 GATEWAY BLVD., SUITE 204

    (Street)
    MOORESVILLE NC 28117

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    FG Group Holdings Inc. [ FGH ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    02/29/2024
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
    X Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock 02/29/2024 D 4,284,334 D (1)(2)(3)(4)(5) 0 I BALLANTYNE STRONG HOLDINGS, LLC
    Common Stock 02/29/2024 D 853,619 D (1)(2)(3)(4)(5) 0 I FUNDAMENTAL GLOBAL HOLDINGS, LP
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    1. Name and Address of Reporting Person*
    Fundamental Global GP, LLC

    (Last) (First) (Middle)
    108 GATEWAY BLVD., SUITE 204

    (Street)
    MOORESVILLE NC 28117

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Cerminara Kyle

    (Last) (First) (Middle)
    C/O FUNDAMENTAL GLOBAL GP, LLC
    108 GATEWAY BOULEVARD, SUITE 204

    (Street)
    MOORESVILLE NC 28117

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    MOGLIA JOSEPH H

    (Last) (First) (Middle)
    C/O FUNDAMENTAL GLOBAL GP, LLC
    108 GATEWAY BOULEVARD, SUITE 204

    (Street)
    MOORESVILLE NC 28117

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Ballantyne Strong Holdings, LLC

    (Last) (First) (Middle)
    108 GATEWAY BOULEVARD, SUITE 204

    (Street)
    MOORESVILLE NC 28117

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    Explanation of Responses:
    1. 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.
    2. 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.
    3. 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").
    4. 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.
    5. Mr. Moglia and Mr. Cerminara each also hold additional shares of Common Stock.
    FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 03/01/2024
    BALLANTYNE STRONG HOLDINGS, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER OF FUNDAMENTAL GLOBAL GP, LLC 03/01/2024
    /S/ D. KYLE CERMINARA 03/01/2024
    /S/ JOSEPH H. MOGLIA 03/01/2024
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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