Roberson Mark D. returned 225,613 shares to the company, closing all direct ownership in the company (SEC Form 4)
$FGH
Industrial Machinery/Components
Consumer Discretionary
| 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
FG Group Holdings Inc. [ FGH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2024 | ||||||||||||||||||||||||||
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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 | 02/29/2024 | D | 145,613 | D | (1)(2) | 0 | D | |||
| Common Stock | 02/29/2024 | D | 80,000 | D | (1)(3) | 0 | D | |||
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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 | ||||||||
| Stock Options (Right to Buy) | $2.25 | 02/29/2024 | D | 40,000 | (4)(5) | 12/04/2028 | Common Stock | 40,000 | (4)(5) | 0 | D | ||||
| Stock Options (Right to Buy) | $2.89 | 02/29/2024 | D | 30,000 | (4)(6) | 06/06/2029 | Common Stock | 30,000 | (4)(6) | 0 | D | ||||
| Stock Options (Right to Buy) | $1.6 | 02/29/2024 | D | 20,000 | (4)(7) | 10/09/2030 | Common Stock | 20,000 | (4)(7) | 0 | D | ||||
| 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. Restricted Share Units (RSUs) granted as non-employee director compensation pursuant to the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock 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. Each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms, as were applicable to such Company RSU immediately prior to the Effective Time. |
| 4. Stock Options granted under the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each Stock Option to purchase shares of Company Common Stock (a "Company Stock Option") that was outstanding immediately prior to the Effective Time, was converted into a stock option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Stock Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. |
| 5. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, December 4, 2018, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time. |
| 6. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, June 6, 2019, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time. |
| 7. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, October 9, 2020, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time. |
| /s/ Mark D. Roberson | 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. | ||