0001493152-24-008587.txt : 20240301
0001493152-24-008587.hdr.sgml : 20240301
20240301171845
ACCESSION NUMBER: 0001493152-24-008587
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: FG Group Holdings Inc.
CENTRAL INDEX KEY: 0000946454
STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
ORGANIZATION NAME: 08 Industrial Applications and Services
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 24711615
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 NAME:
FORMER CONFORMED NAME: BALLANTYNE STRONG, INC.
DATE OF NAME CHANGE: 20090611
FORMER NAME:
FORMER CONFORMED NAME: BALLANTYNE OF OMAHA INC
DATE OF NAME CHANGE: 19950608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOGLIA JOSEPH H
CENTRAL INDEX KEY: 0001187586
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 24711616
MAIL ADDRESS:
STREET 1: AMERITRADE HOLDING CORP
STREET 2: 4211 S 102ND ST
CITY: OMAHA
STATE: NE
ZIP: 68127
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FG Financial Holdings, LLC
CENTRAL INDEX KEY: 0001946735
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 24711614
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
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: 24711617
MAIL ADDRESS:
STREET 1: C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
STREET 2: 108 GATEWAY BLVD., SUITE 204
CITY: MOORESVILLE
STATE: NC
ZIP: 28117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fundamental Global GP, LLC
CENTRAL INDEX KEY: 0001878780
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 24711618
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
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
0001878780
Fundamental Global GP, LLC
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE
NC
28117
0
0
1
0
0001619991
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE
NC
28117
1
1
1
0
CEO and Chairman
0001187586
MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE
NC
28117
0
0
1
0
0000946454
FG Group Holdings Inc.
5960 FAIRVIEW ROAD, SUITE 275
CHARLOTTE
NC
28210
0
0
1
0
0001946735
FG Financial Holdings, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE
NC
28117
0
0
1
0
0
Common Stock
2911183
I
FG Financial Holdings, LLC
Common Stock
2024-02-29
4
A
0
4284334
A
4284334
I
Ballantyne Strong Holdings, LLC
Common Stock
2024-02-29
4
A
0
853619
A
853619
I
Fundamental Global Holdings, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
56131
I
FG Financial Holdings, LLC
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.
Received in the Merger in exchange for an equal number of shares of Company Common Stock.
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 Common Stock held by FGFH (and beneficially owned by the Company) were retired.
The partnerships managed by Fundamental Global GP, LLC ("FGGP"), including FGFH, Ballantyne Strong Holdings LLC ("BTN Holdings"), and Fundamental Global Holdings LP ("FGHP"), beneficially owns 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 their positions with FGGP 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 FGFH, BTN Holdings, and FGHP. Each Reporting Person disclaims beneficial ownership of the shares of Preferred Stock and Common Stock beneficially owned by FGGP except to the extent of his or its pecuniary interest therein.
FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER
2024-03-01
/S/ D. KYLE CERMINARA
2024-03-01
/S/ JOSEPH H. MOGLIA
2024-03-01
FG GROUP HOLDINGS, INC., /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER
2024-03-01
FG FINANCIAL HOLDINGS, LLC /S/ D. KYLE CERMINARA, MANAGER
2024-03-01