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
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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).
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 Financial Group, Inc. [ FGF ]
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)
09/15/2022
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
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 09/15/2022 P 749 A $21.01(1) 37,214(2)(3) I FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 09/15/2022 P 8,917 A $21.87(1) 46,131(2)(3) I FG Financial Holdings, LLC
COMMON STOCK, PAR VALUE $0.01 PER SHARE 09/15/2022 P 3,456 A $2.09(4) 5,619,111(2)(3) I FG Financial Holdings, LLC
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)
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)
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)
1. Name and Address of Reporting Person*
BALLANTYNE STRONG, INC.

(Last) (First) (Middle)
5960 FAIRVIEW ROAD, SUITE 275

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FG Financial Holdings, LLC

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

(Street)
MOORESVILLE NC 28117

(City) (State) (Zip)
Explanation of Responses:
1. The prices reported in Column 4 are weighted average prices. 749 shares were purchased in multiple transactions at prices ranging from $20.40 to $21.37, inclusive. 8,917 shares were purchased in multiple transactions at prices ranging from $21.42 to $22.40, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the ranges set forth above.
2. Due to their positions with Fundamental Global GP, LLC 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 FG Financial Holdings, LLC ("FGFH"). Additionally, Mr. Cerminara holds 21,356 shares of Common Stock and restricted stock units representing the right to receive 56,930 shares of Common Stock upon vesting. Each of Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. owns membership interests in FGFH and may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH; however, each disclaims beneficial ownership of the securities referred to herein except to the extent of its pecuniary interest therein.
3. Mr. Cerminara beneficially owns in the aggregate 5,640,467 shares of Common Stock, which represent approximately 60.3% of the Company's outstanding shares of Common Stock. The other Reporting Persons beneficially own in the aggregate 5,619,111 shares of Common Stock, which represent approximately 60.1% of the Company's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities referred to herein except to the extent of his or its pecuniary interest therein.
4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.08 to $2.10, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth above.
Remarks:
FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 09/19/2022
BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER 09/19/2022
FG FINANCIAL HOLDINGS, LLC/S/ D. KYLE CERMINARA, MANAGER 09/19/2022
FG FINANCIAL HOLDINGS, LLC /S/ RYAN R. K. TURNER, MANAGER 09/19/2022
/S/ D. KYLE CERMINARA 09/19/2022
/S/ JOSEPH H. MOGLIA 09/19/2022
** 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).
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