0001493152-24-008551.txt : 20240301 0001493152-24-008551.hdr.sgml : 20240301 20240301170636 ACCESSION NUMBER: 0001493152-24-008551 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: Roberson Mark D. CENTRAL INDEX KEY: 0001415593 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13906 FILM NUMBER: 24711398 MAIL ADDRESS: STREET 1: 27271 LAS RAMBLAS, STE. 200 CITY: MISSION VIEJO STATE: CA ZIP: 92691 FORMER NAME: FORMER CONFORMED NAME: Roberson Mark Daniel DATE OF NAME CHANGE: 20071018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FG Group Holdings Inc. CENTRAL INDEX KEY: 0000946454 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 470587703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 STRONG, INC. DATE OF NAME CHANGE: 20090611 FORMER COMPANY: FORMER CONFORMED NAME: BALLANTYNE OF OMAHA INC DATE OF NAME CHANGE: 19950608 4 1 ownership.xml X0508 4 2024-02-29 1 0000946454 FG Group Holdings Inc. FGH 0001415593 Roberson Mark D. C/O FG GROUP HOLDINGS INC. 5960 FAIRVIEW ROAD, SUITE 275 CHARLOTTE NC 28210 0 1 0 0 Chief Executive Officer 0 Common Stock 2024-02-29 4 D 0 145613 D 0 D Common Stock 2024-02-29 4 D 0 80000 D 0 D Stock Options (Right to Buy) 2.25 2024-02-29 4 D 0 40000 D 2028-12-04 Common Stock 40000 0 D Stock Options (Right to Buy) 2.89 2024-02-29 4 D 0 30000 D 2029-06-06 Common Stock 30000 0 D Stock Options (Right to Buy) 1.60 2024-02-29 4 D 0 20000 D 2030-10-09 Common Stock 20000 0 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") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement. 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. 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. 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. 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. 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. 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 2024-03-01