SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

4,915,453

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

4,915,453

0001193125-22-193860.txt : 20220714 0001193125-22-193860.hdr.sgml : 20220714 20220714171602 ACCESSION NUMBER: 0001193125-22-193860 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20220714 DATE AS OF CHANGE: 20220714 GROUP MEMBERS: D. KYLE CERMINARA GROUP MEMBERS: FUNDAMENTAL ACTIVIST FUND I, LP GROUP MEMBERS: FUNDAMENTAL GLOBAL HOLDINGS, LP GROUP MEMBERS: JOSEPH H. MOGLIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALLANTYNE STRONG, INC. CENTRAL INDEX KEY: 0000946454 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 470587703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50163 FILM NUMBER: 221083614 BUSINESS ADDRESS: STREET 1: 4201 CONGRESS STREET STREET 2: SUITE 175 CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: (704) 994-8279 MAIL ADDRESS: STREET 1: 4201 CONGRESS STREET STREET 2: SUITE 175 CITY: CHARLOTTE STATE: NC ZIP: 28209 FORMER COMPANY: FORMER CONFORMED NAME: BALLANTYNE OF OMAHA INC DATE OF NAME CHANGE: 19950608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fundamental Global GP, LLC CENTRAL INDEX KEY: 0001878780 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 108 GATEWAY BLVD. STREET 2: SUITE 204 CITY: MOORESVILLE STATE: NC ZIP: 28117 BUSINESS PHONE: (704) 323-6851 MAIL ADDRESS: STREET 1: 108 GATEWAY BLVD. STREET 2: SUITE 204 CITY: MOORESVILLE STATE: NC ZIP: 28117 SC 13D/A 1 d359003dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 22)*

BALLANTYNE STRONG, INC.

(Name of Issuer)

Common Stock, $0.01 per share

(Title of Class of Securities)

058516105

(CUSIP Number)

D. Kyle Cerminara

Fundamental Global GP, LLC

108 Gateway Blvd., Suite 204

Mooresville, NC 28117

(704) 323-6851

With a copy to:

Patrick Gadson

Vinson & Elkins

1114 Avenue of the Americas, 32nd Floor

New York, New York 10036

(212) 237-0000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)


CUSIP No. 058516105		13D		Page 2 of 10 Pages


1		NAME OF REPORTING PERSON Fundamental Global GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 058516105		13D		Page 3 of 10 Pages


1		NAME OF REPORTING PERSON Fundamental Global Holdings, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 058516105		13D		Page 4 of 10 Pages


1		NAME OF REPORTING PERSON Fundamental Activist Fund I, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC; OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 058516105		13D		Page 5 of 10 Pages


1		NAME OF REPORTING PERSON Joseph H. Moglia
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF; AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


CUSIP No. 058516105		13D		Page 6 of 10 Pages


1		NAME OF REPORTING PERSON D. Kyle Cerminara
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF; AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

Includes (i) 344,736 shares directly held by Mr. Cerminara, (ii) 7,540 shares held in Mr. Cerminara’s 401(k) account, (iii) 58,000 shares purchasable pursuant to stock options that are exercisable within 60 days of the filing of this Statement, (iv) 11,220 shares held by Mr. Cerminara’s wife, and (v) 4,220 shares held by Mr. Cerminara’s minor children. Does not include 30,387 shares potentially issuable to Mr. Cerminara pursuant to grants of restricted stock units.

(2)

Includes (i) 58,000 shares potentially issuable to Mr. Cerminara pursuant to stock options that could be exercisable within 60 days of the filing of this Statement, and (ii) 45,058 restricted stock units that have already vested after May 6, 2022, the date for which the Issuer reported the number of shares outstanding on its most recent quarterly report.


CUSIP No. 058516105		13D		Page 7 of 10 Pages

This Amendment No. 22 to the Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 22”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (this “Statement” or “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ballantyne Strong, Inc., a Delaware corporation (the “Company”). In addition, Fundamental Global Partners Master Fund, LP (“FGPM”), FGI Global Asset Allocation Fund, Ltd., FGI Global Asset Allocation Master Fund, LP, Fundamental Global Capital Appreciation Fund, LP, CWA Asset Management Group, LLC, and Lewis M. Johnson no longer share any voting or investment power with the filers on this Statement and are removed as joint filers. FGPM transferred to Fundamental Activist Fund I, LP all securities of the Company and is in the process of being dissolved. Capitalized terms used but not defined in this Amendment No. 22 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 22 the Schedule 13D remains unchanged.

Item 2.

Identity and Background.

This Statement is filed by (i) Fundamental Global GP, LLC, a Delaware limited liability company (“FGGP”) (ii) Fundamental Global Holdings, LP, a Delaware limited partnership (“FGHP”), (iii) Fundamental Activist Fund I, LP, a Delaware limited partnership (“FAFI”), (iv) Mr. Joseph H. Moglia, and (v) Mr. D. Kyle Cerminara.

The foregoing entities and persons are sometimes referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

The principal business of FGGP is to provide investment advisory and management services to private investment funds, including to FGHP and FAFI. The principal business of each of FGHP and FAFI is serving as a private investment fund. Mr. Cerminara’s principal occupation is serving as the Chief Executive Officer of Fundamental Global, LLC, a Delaware limited liability company, whose principal business is to be a private partnership focused on long-term strategic holdings, including its privately-held subsidiaries and affiliates. Mr. Moglia’s principal occupation is serving as Chairman of Fundamental Global, LLC and Chair of Athletics and Executive Advisor to the President for Coastal Carolina University, a public university. The address of Coastal Carolina University is 100 Chanticleer Drive E, Conway, SC 29528. Each of Messrs. Moglia and Cerminara is a U.S. citizen.

FGI Holdings GP, LLC, a Florida limited liability company (“FGHP GP”), is the general partner of FGHP, which is FGHP GP’s principal business. Fundamental Activist Fund I GP, LLC, a Florida limited liability company (“FAFI GP”), is the general partner of FAFI, which is FGHP GP’s principal business.

Mr. D. Kyle Cerminara is the Chief Executive Officer and sole manager of FGGP, the sole manager of FGHP GP and FAFI GP and the Chairman of the Board of Directors of the Company.

The business address of each of FGGP, FGHP, FAFI, Mr. Cerminara, Mr. Moglia, FGHP GP, FAFI GP, and Fundamental Global, LLC is 108 Gateway Blvd., Suite 204, Mooresville, NC 28117.

None of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of their partners, managers, officers, directors or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows: FGHP, $3,570,444; FAFI, $6,816,010; Mr. Moglia $2,947,390, and Mr. Cerminara (with respect to the shares acquired by him and his family members through the open market), $424,322. The source of these funds was working capital or personal funds, as applicable. In addition, on December 31, 2021, FGPM transferred all of its securities of the Company to FAFI in exchange for its limited partners receiving limited partnership interests in FAFI. FGPM’s total cost for purchasing the Common Stock previously reported as owned, including brokerage commissions, was approximately $7,764,216.


CUSIP No. 058516105		13D		Page 8 of 10 Pages

Item 4.

Purpose of the Transaction.

Between June 13, 2022 and June 16, 2022, FAFI purchased an aggregate 80,000 shares of the Company’s Common Stock for investment purposes.

On December 31, 2021, pursuant to that certain Transfer and Distribution Agreement, dated as of the same date (the “Transfer and Distribution Agreement”), by FGPM and FAFI, among others, FGPM transferred all securities of the Company to FAFI. The foregoing description is qualified in its entirety by reference to the full text of the Transfer and Distribution Agreement, which is filed herewith as Exhibit 99.1, and is incorporated herein by reference. The purpose of the transfer was to simplify the organizational structure of the funds managed by FGGP without a change in beneficial ownership for FGGP or its controlling entities and individuals, as applicable.

None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein and except as may be proposed by Mr. Cerminara in his capacity as director of the Company, or by such board of directors with Mr. Cerminara’s participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

The Reporting Persons anticipate that a press release will be issued on July 14, 2022 regarding this Statement and highlighting several events that change the way ownership is reported. The foregoing description is qualified in its entirety by reference to the full text of the Press Release, which is filed herewith as Exhibit 99.3, and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

The Reporting Persons beneficially own in the aggregate 5,977,460 shares of Common Stock, which represents approximately 30.9% of the Company’s outstanding shares of Common Stock and includes 58,000 shares of Common Stock subject to a call option within 60 days of the filing of this Statement and 45,058 restricted stock units that have already vested after May 6, 2022.

Each of FAFI and FGHP directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Each of Messrs. Moglia and Cerminara directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. FGGP does not directly hold any shares of Common Stock. None of the other Reporting Persons nor, to the Reporting Persons’ knowledge, any of their partners, managers, officers, directors or other controlling persons directly hold any of the shares of Common Stock disclosed in this Statement, except as described below.

Each percentage ownership of Common Stock set forth in this Statement is based on 19,252,335 shares of Common Stock reported by the Company as outstanding as of May 6, 2022 in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 11, 2022, adjusted by the applicable number of shares subject to a call option within 60 days of the filing of this Statement and the restricted stock units that have already vested after May 6, 2022.

FGGP, as the investment manager of FGHP and FAFI, and Mr. Cerminara, as the Chief Executive Officer and sole manager of FGGP, may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGHP and FAFI. Mr. Moglia holds 300,861 shares of Common Stock directly, beneficially holds 299,394 shares of Common Stock through the Moglia Family Foundation, and beneficially holds 36,036 shares of Common Stock through a trust.

The transactions effected by FAFI during the past 60 days are as follows: on June 13, 2022, FAFI purchased 7,900 shares of the Company’s Common Stock at a price of $2.60 per share; on June 14, 2022, FAFI purchased 42,100 shares of the Company’s Common Stock at a price of $2.55 per share; on June 15, 2022, FAFI purchased 19,582 shares of the Company’s Common Stock at a price of $2.52 per share; and on June 16, 2022, FAFI purchased 10,418 shares of the Company’s Common Stock at a price of $2.49 per share. Each of the foregoing transactions were effected through the open-market.


CUSIP No. 058516105		13D		Page 9 of 10 Pages

On August 1, 2021, Fundamental Global Investors, LLC no longer beneficially owned any Company securities following the assignment of all investment management agreements related to the Common Stock to FGGP. In addition, on December 31, 2021, FGPM transferred all securities of the Company to FAFI.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth under Item 4 above is incorporated herein by reference.

On August 1, 2021, Fundamental Global Investors, LLC assigned the investment management agreements for FGPM, FGHP and FAFI to FGGP. On December 31, 2021, FGPM transferred all securities of the Company to FAFI.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 22, which agreement is filed herewith as Exhibit 99.2 and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.


99.1		Transfer and Distribution Agreement, dated as of December 31, 2021, by and among Fundamental Global Partners, LP, Fundamental Global Partners QP, L.P., Fundamental Global Partners Master Fund, LP, Fundamental Activist Fund I, LP, FG Partners GP, LLC and Fundamental Activist Fund I GP, LLC.

99.2		Joint Filing Agreement.

99.3		Press release dated July 14, 2022.


CUSIP No. 058516105		13D		Page 10 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: July 14, 2022

FUNDAMENTAL GLOBAL GP, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer

FUNDAMENTAL GLOBAL HOLDINGS, LP,

By FGI Holdings GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FUNDAMENTAL ACTIVIST FUND I, LP

by Fundamental Activist Fund I GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

D. KYLE CERMINARA

/s/ D. Kyle Cerminara

JOSEPH H. MOGLIA

/s/ Joseph H. Moglia

EX-99.1 2 d359003dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, L.P.

FUNDAMENTAL ACTIVIST FUND I, L.P.

TRANSFER AND DISTRIBUTION AGREEMENT

THIS TRANSFER AND DISTRIBUTION AGREEMENT is dated as of December 31, 2021 (this “Agreement”), among Fundamental Global Partners, LP (“FGP”), Fundamental Global Partners QP, L.P. (“FGP QP”), Fundamental Global Partners Master Fund, L.P. (“FGP Master Fund”), Fundamental Activist Fund I, LP (“FAFI”), FG Partners GP, LLC (the “FGP General Partner”), and Fundamental Activist Fund I GP, LLC (the “Activist Fund GP”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Sixth Amended and Restated Exempted Limited Partnership Agreement of the FGP Master Fund dated July 2020, as in effect on the date immediately preceding the date of this Agreement (the “FGP Master Fund LPA”).

WHEREAS, effective immediately following the close of business on the date hereof (the “Effective Date”), each of the FGP General Partner, in its capacity as general partner of the FGP Master Fund, and the Activist Fund GP have determined that FGP Master Fund shall transfer 100% of its securities and other assets (the “FGP Assets”) to FAFI (the “Transfer”) in exchange for limited partnership interests in FAFI (the “FAFI LP Interests”);

WHEREAS, FGP and FGP QP are the sole holders of limited partnership interests in FGP Master Fund since Fundamental Global Partners Offshore Fund, Ltd. has withdrawn its entire interest from FGP Master Fund;

WHEREAS, immediately following the Transfer, pursuant to Section 3.13(a) of the FGP Master Fund LPA, the FGP General Partner, in its capacity as general partner of the FGP Master Fund, has determined to distribute in kind to each of the FGP General Partner, FGP and FGP QP its respective pro rata share of the FAFI LP Interests and to consent to the withdrawal of FGP and FGP QP as Limited Partners in the FGP Master Fund as of the Effective Date;

WHEREAS, each of FGP and FGP QP has elected to accept such distribution in kind of its respective pro rata share of the FAFI LP Interests;

WHEREAS, pursuant to Section 3.1(e) of the Amended and Restated Limited Partnership Agreement of FAFI dated as of January 1, 2018 (the “Activist Fund LPA”), the Activist Fund GP has determined to accept the Transfer as a contribution in kind by FGP Master Fund, to consent to the transfer of the FAFI LP Interests via a distribution in kind to each of the FGP General Partner, FGP and FGP and to admit each of the FGP General Partner, FGP and FGP QP as Limited Partners (as defined in the Activist Fund LPA) in FAFI.

NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein, the parties hereby agree as follows:

1. Transfer of FGP Assets. (a) Effective on the Effective Date, the FGP Master Fund hereby transfers 100% of the FGP Assets to FAFI in exchange for the FAFI LP Interests and (b) the Activist Fund GP, on behalf of FAFI, hereby accepts the Transfer as a contribution in kind by the FGP Master Fund to FAFI and issues the FAFI LP Interests to FGP Master Fund.

2. Distribution of FAFI LP Interests; Admission as Limited Partner. Immediately following the Transfer described in Section 1, (a) the FGP General Partner, in its capacity as general partner of the FGP Master Fund, hereby causes FGP Master Fund to distribute in kind to each of the FGP General Partner, FGP and FGP QP its respective pro rata share of the FAFI LP Interests pursuant to Section 3.13(a) of the FGP Master Fund LPA, in each case based on its based on its Participation Percentage as of the date hereof calculated after giving effect to the Performance Allocation and the final withdrawal of Fundamental Global Partners Offshore Fund, Ltd., (b) the Activist Fund GP hereby consents to the transfer of the FAFI LP Interests via a distribution in kind to each of the FGP General Partner, FGP and FGP QP as described in clause (a) and to admit each of the FGP General Partner, FGP and FGP QP as Limited Partners (as defined in the Activist Fund LPA) in FAFI, (c) the FGP General Partner, in its capacity as general partner of the FGP Master Fund, hereby consents to such distributions and to the withdrawal of each of FGP and FGP QP as a Limited Partner in the FGP Master Fund as a result of such distributions and (d) FGP and FGP QP hereby accept the foregoing distributions and acknowledge that they have withdrawn in full from the FGP Master Fund.

3. Additional Consents and Waivers. To the extent necessary or desirable, each of the undersigned consents to, and waives any notice period requirement or other restrictions in connection with, the transfers, distributions and contributions described in Section 1 and Section 2.

4. FGP and FGP QP Representations. Each of the FGP General Partner, FGP and FGP QP, by its signature below, hereby represents, warrants and covenants that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and a “qualified client” as such term is defined under the Investment Advisers Act of 1940, as amended. Each of the FGP General Partner, FGP and FGP QP agrees to notify the Activist Fund GP promptly if there is any change with respect to any of the foregoing information or representations and to provide the Activist Fund GP with such further information as the Activist Fund GP may reasonably require.

5. Power of Attorney. Each of the FGP General Partner, FGP and FGP QP hereby appoints the Activist Fund GP, acting through any of the Activist Fund GP’s authorized partners, members or officers, as its true and lawful attorney-in-fact with full power of substitution and re-substitution, to have full power and authority to act in its name, place and stead and on its behalf to make, execute, sign, acknowledge, swear to, verify, deliver, record, file or publish all such instruments, documents and certificates that the Activist Fund GP considers necessary to or appropriate or advisable for the operation of FAFI as contemplated in the Activist Fund LPA (the “Power of Attorney”). The Power of Attorney granted hereby is a special power of attorney coupled with an interest and shall be irrevocable to the fullest extent permitted by law. Pursuant to Section 17-204(c) of the Act (as defined in the Activist Fund LPA), the Power of Attorney granted hereby is a special power of attorney coupled with an interest sufficient in law to support an irrevocable power and shall be irrevocable to the fullest extent permitted by law and shall survive and not be affected by the subsequent death, disability, dissolution, termination or bankruptcy of FGP or FGP QP, as applicable, and shall extend to their respective successors, assigns and legal representatives.

6. Miscellaneous.

(a) Amendments. This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties.

(b) Assignment; Successors. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(c) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

(d) Further Assurances. Each of the parties will use commercially reasonable efforts to take, or cause to be taken, all action necessary, proper or advisable (including, without limitation, executing and delivering further documents, certificates, amendments and other instruments) to consummate and make effective the transactions contemplated hereby.

(e) Counterparts; Electronic Delivery. This Agreement may be executed by facsimile or other electronic transmission (including in PDF signature) in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same document. Transmission by facsimile or other electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. Each fully executed counterpart of this Agreement shall be deemed to be a duplicate original.

(f) Headings. The headings of the sections of this Agreement are for convenience of reference only, and are not to be considered in construing the terms and provisions of this Agreement.

(g) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

(h) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction such that the invalid, illegal, or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable, so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto.

(i) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications, and understandings and all prior and contemporaneous oral agreements, arrangements, communications, and understandings, among the parties with respect to the subject matter hereof.

(j) Dissolution of FGP Master Fund. It is understood and agreed that FGP Master Fund shall be dissolved, liquidated and terminated as soon as practicable following the Effective Date, and each of the FGP General Partner, FGP and FGP QP hereby agree to pay its pro rata share (based on its Partnership Percentage as of the date hereof calculated after giving effect to the Performance Allocation and the final withdrawal of Fundamental Global Partners Offshore Fund, Ltd.) of the costs and expenses associated with such dissolution, liquidation and termination.

[remainder of page intentionally left blank — signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, L.P. By: FG Partners GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL ACTIVIST FUND I, LP
By: Fundamental Activist Fund I GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL GLOBAL PARTNERS, LP
By:		Fundamental Global Partners GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL GLOBAL PARTNERS QP, L.P.
By:		FG Partners GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FG PARTNERS GP, LLC

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL ACTIVIST FUND I GP, LLC

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

EX-99.2 3 d359003dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Ballantyne Strong, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14th day of July, 2022.

FUNDAMENTAL GLOBAL GP, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer

FUNDAMENTAL GLOBAL HOLDINGS, LP,

By FGI Holdings GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FUNDAMENTAL ACTIVIST FUND I, LP

by Fundamental Activist Fund I GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

D. KYLE CERMINARA

/s/ D. Kyle Cerminara

JOSEPH H. MOGLIA

/s/ Joseph H. Moglia

EX-99.3 4 d359003dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Fundamental Global^® purchases additional shares of Ballantyne Strong Inc.

(NYSE American:BTN)

•

Continues to simplify its organizational structure

MOORESVILLE, NC / July 14, 2022 / Fundamental Global^®, a private partnership focused on long-term strategic holdings, filed an amendment to its Schedule 13D today, to reflect the recent purchases of 80,000 shares of common stock of Ballantyne Strong, Inc. (“BTN”), which were previously reported in its Form 4 filings, and which can be viewed here. Following these transactions, Fundamental Global, its affiliates, and certain related parties, including its Chairman Joseph H. Moglia, collectively hold approximately 30.8% of BTN’s common stock.

In addition to the recent purchases of BTN, Fundamental Global highlighted several other events that change the way its ownership is reported, as follows:

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In December 2020, Fundamental Global divested its 50% ownership interest in CWA Asset Management Group, LLC d/b/a Capital Wealth Advisors. Any shares of BTN that were previously reported as being held in CWA client accounts, have now been removed from Fundamental Global’s filings going forward.

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In July 2021, Fundamental Global dissolved the FGI Global Asset Allocation Fund Ltd, and in August 2021, Fundamental Global assigned management authority for (i) the Fundamental Global Capital Appreciation Fund LP, and (ii) the FGI Global Asset Allocation Master Fund LP, and the CWA FGI Special Opportunities Fund LP, to EverStar Asset Management LLC and to CW Institutional LLC, respectively. As a result, any shares of BTN that were previously reported as being held by any of these entities, have now been removed from Fundamental Global’s filings going forward.

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Also in August 2021, Fundamental Global Investors LLC assigned management authority for its other entities to Fundamental Global GP LLC. As a result, Fundamental Global Investors LLC has been removed from Fundamental Global’s filings going forward.

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In December 2021, Fundamental Global Partners Master Fund LP contributed all of its holdings to Fundamental Activist Fund I LP, and Fundamental Global began the process of dissolving the master fund and its offshore feeder. As a result, any shares of BTN that were previously reported as being held by the master fund, are now reported as being held by Fundamental Activist Fund I LP going forward.

Fundamental Global CEO and Ballantyne Strong Chairman, D. Kyle Cerminara, commented, “We are pleased with our recent purchases of Ballantyne Strong, and consider it to be one of Fundamental Global’s strategic long-term holdings. Furthermore, we are working diligently to eliminate unnecessary distractions that not only help simplify our organizational structure, but that also allow us to focus on our best opportunities.”

Fundamental Global^®

Fundamental Global^® is a private partnership focused on long-term strategic holdings. Fundamental Global^® was co-founded by former T. Rowe Price, Point72 and Tiger Cub portfolio manager Kyle Cerminara and former Chairman and CEO of TD Ameritrade, Joe Moglia. Its current holdings include FG Financial Group Inc. (Nasdaq:FGF,FGFPP), Ballantyne Strong Inc. (NYSE American:BTN), BK Technologies Corp (NYSE American:BKTI), GreenFirst Forest Products, Inc. (TSX:GFP), FG Merger Corp. (Nasdaq:FGMC), FG Acquisition Corp. (TSX:FGAA), OppFi Inc. (NYSE:OPFI), and Hagerty Inc. (NYSE:HGTY).

CONTACT:

Kyle Cerminara, Chief Executive Officer

SOURCE: Fundamental Global