Large owner Fundamental Global Gp, Llc bought $171,768 worth of 8.00% Cumulative Preferred Stock (10,021 units at $17.14) and bought $179,300 worth of shares (5,000 units at $35.86) (SEC Form 4)
$FGF
Property-Casualty Insurers
Finance
| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fundamental Global Inc. [ FGF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 321,965(1)(2)(7) | I | FG Financial Holdings, LLC | |||||||
| Common Stock | 11/19/2024 | P | 5,000 | A | $35.86(3) | 326,965(7) | I | FG Financial Holdings, LLC | ||
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 11/19/2024 | P | 3,156 | A | $17.05(4) | 59,287(7) | I | FG Financial Holdings, LLC | ||
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 11/20/2024 | P | 4,586 | A | $16.98(5) | 63,873(7) | I | FG Financial Holdings, LLC | ||
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 11/21/2024 | P | 2,279 | A | $17.59(6) | 66,152(7) | I | FG Financial Holdings, LLC | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents the total number of shares of the Issuer's common stock held by the Reporting Persons following the Issuer's 1-for-25 reverse stock split, which was effective as of October 31, 2024. Prior to the reverse stock split, the Reporting Persons held a total of 8,049,136 shares of the Issuer's common stock. |
| 2. Includes (on a pre-reverse stock split basis) 4,284,334 shares of the Issuer's common stock and 853,619 shares of the Issuer's common stock that were previously reported as being held by Ballantyne Strong Holdings LLC ("BTN Holdings") and by Fundamental Global Holdings LP ("FGHP"), respectively. On July 1, 2024, the shares that were previously reported as being held by BTN Holdings and by FGHP were transferred to FG Financial Holdings LLC ("FGFH"). The transfers did not result in a change in beneficial ownership. |
| 3. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $34.25 to $36.94, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above. |
| 4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.95 to $17.47, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above. |
| 5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.55 to $17.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above. |
| 6. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.00 to $18.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above. |
| 7. The partnerships managed by Fundamental Global GP, LLC ("FGGP"), including FGFH, beneficially own in the aggregate 66,152 shares of the Issuer's Preferred Stock and 326,965 shares of the Issuer's common stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. 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 securities disclosed as directly owned by FGFH. Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Preferred Stock and common stock beneficially owned by FGGP except to the extent of his or its pecuniary interest therein. |
| FUNDAMENTAL GLOBAL GP, LLC, /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER | 11/21/2024 | |
| FG FINANCIAL HOLDINGS, LLC, /S/ D. KYLE CERMINARA, MANAGER | 11/21/2024 | |
| FG FINANCIAL HOLDINGS, LLC, /S/ RYAN R. K. TURNER, MANAGER | 11/21/2024 | |
| /S/ D. KYLE CERMINARA | 11/21/2024 | |
| /S/ JOSEPH H. MOGLIA | 11/21/2024 | |
| ** 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. | ||