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