0001493152-24-008552.txt : 20240301 0001493152-24-008552.hdr.sgml : 20240301 20240301170643 ACCESSION NUMBER: 0001493152-24-008552 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: Mitchell Michael C CENTRAL INDEX KEY: 0001887900 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13906 FILM NUMBER: 24711404 MAIL ADDRESS: STREET 1: C/O BALLANTYNE STRONG, INC. STREET 2: 4201 CONGRESS STREET, SUITE 175 CITY: CHARLOTTE STATE: NC ZIP: 28209 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 0001887900 Mitchell Michael C C/O FG GROUP HOLDINGS INC. 5960 FAIRVIEW ROAD, SUITE 275 CHARLOTTE NC 28210 1 0 0 0 0 Common Stock 2024-02-29 4 D 0 66777 D 0 D Common Stock 2024-02-29 4 D 0 20833 D 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. /s/ Michael C. Mitchell 2024-03-01