0001493152-24-008586.txt : 20240301
0001493152-24-008586.hdr.sgml : 20240301
20240301171903
ACCESSION NUMBER: 0001493152-24-008586
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240229
FILED AS OF DATE: 20240301
DATE AS OF CHANGE: 20240301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cerminara Kyle
CENTRAL INDEX KEY: 0001619991
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 24711627
MAIL ADDRESS:
STREET 1: C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
STREET 2: 108 GATEWAY BLVD., SUITE 204
CITY: MOORESVILLE
STATE: NC
ZIP: 28117
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fundamental Global Inc.
CENTRAL INDEX KEY: 0001591890
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 461119100
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 104 S. WALNUT STREET
STREET 2: UNIT 1A
CITY: ITASCA
STATE: IL
ZIP: 60143
BUSINESS PHONE: (847)-773-1665
MAIL ADDRESS:
STREET 1: 104 S. WALNUT STREET
STREET 2: UNIT 1A
CITY: ITASCA
STATE: IL
ZIP: 60143
FORMER COMPANY:
FORMER CONFORMED NAME: FG Financial Group, Inc.
DATE OF NAME CHANGE: 20201214
FORMER COMPANY:
FORMER CONFORMED NAME: 1347 Property Insurance Holdings, Inc.
DATE OF NAME CHANGE: 20131113
4
1
ownership.xml
X0508
4
2024-02-29
0
0001591890
Fundamental Global Inc.
FGF
0001619991
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL INC.
108 GATEWAY BLVD., SUITE 204
MOORESVILLE
NC
28117
1
1
1
0
CEO and Chairman
0
Common Stock
2024-02-29
4
A
0
375123
A
871428
D
Common Stock
2024-02-29
4
A
0
7540
A
7540
I
By 401(k) Plan
Common Stock
2024-02-29
4
A
0
11220
A
11220
I
By Spouse
Common Stock
2024-02-29
4
A
0
4220
A
4220
I
By Minor Children
Common Stock
2024-02-29
4
A
0
26041
A
897469
D
Common Stock
2911183
I
FG Financial Holdings, LLC
Common Stock
2024-02-29
4
A
0
4284334
A
4284334
I
By Ballantyne Strong Holdings, LLC
Common Stock
2024-02-29
4
A
0
853619
A
853619
I
By Fundamental Global Holdings, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
56131
I
FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
44
D
Stock option
4.7
2024-02-29
4
A
0
50000
A
2028-01-26
Common Stock
50000
50000
D
Stock option
2.89
2024-02-29
4
A
0
30000
A
2029-06-06
Common Stock
30000
30000
D
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" or "Common Stock") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement.
Received in the Merger in exchange for an equal number of shares of Company Common Stock.
Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, the remaining 1,544 RSUs granted on August 13, 2019 as director compensation (also includes the 6,178 RSUs that have vested), the remaining 3,485 RSUs granted on August 12, 2020 as director compensation (also includes the 5,229 RSUs that have vested), and the remaining 11,594 RSUs granted on December 17, 2021, as director compensation (also includes the 2,898 RSUs that have vested), and the remaining 25,316 RSUs granted on August 19, 2022, as director compensation (also includes the 6,329 RSUs that have vested), and the remaining 43,333 RSUs granted on February 17, 2023 (also includes 86,667 RSUs that have vested but 25,125 of such RSUs were withheld for tax purposes), the remaining 36,764 RSUs granted on November 13, 2023 as director compensation and 350,000 RSUs granted on January 4, 2024 (of which 350,000 have vested but 101,465 were withheld for tax purposes).
Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") 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.
The Parent RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date.
FG Financial Holdings, LLC ("FGFH") held 5,666,111 shares of Parent Common Stock prior to the Effective Time. In connection with the Merger, 2,754,928 shares of Parent Common Stock held by FGFH (and beneficially owned by the Company) were retired.
The partnerships managed by FGGP including FGFH, Ballantyne Strong Holdings LLC ("BTN Holdings"), and Fundamental Global Holdings LP ("FGHP"), beneficially own in the aggregate 56,131 shares of Preferred Stock and 8,049,136 shares of Common Stock . FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. Mr. Cerminara disclaims beneficial ownership of the shares of Preferred Stock and Common Stock beneficially owned by FGGP except to the extent of his pecuniary interest therein.
The securities are held directly by Mr. Cerminara in a joint account with his spouse.
Received in the Merger in exchange for Stock Options to purchase shares of Company Common Stock (a "Company Stock Option"). At the Effective Time, each Company Stock Option 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.
The Parent Stock Option provides for vesting in five equal annual installments on the first anniversary of the grant date, which was January 26, 2018, and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to the Parent Stock Option immediately prior to the Effective Time.
The Parent Stock Option provides for vesting in five equal annual installments on the first anniversary of the grant date, which was June 6, 2019, and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to the Parent Stock Option immediately prior to the Effective Time.
/s/ Kyle Cerminara
2024-03-01