Filing Details
- Accession Number:
- 0001420506-21-000816
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-05-28 14:26:38
- Reporting Period:
- 2021-05-26
- Accepted Time:
- 2021-05-28 14:26:38
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1591890 | Fg Financial Group Inc. | FGF | Radio & Tv Broadcasting & Communications Equipment (3663) | NV |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
2186 | Bk Technologies Corp | 7100 Technology Drive West Melbourne FL 32904 | No | No | Yes | No | |
946454 | Ballantyne Strong, Inc. | 4201 Congress Street Suite 175 Charlotte NC 28209 | No | No | Yes | No | |
1187586 | H Joseph Moglia | C/O Fundamental Global Investors, Llc 108 Gateway Boulevard, Suite 204 Mooresville NC 28117 | No | No | Yes | No | |
1591508 | Fundamental Global Investors, Llc | 108 Gateway Boulevard Suite 204 Mooresville NC 28117 | Yes | No | Yes | No | |
1619951 | M Lewis Johnson | C/O Fundamental Global Investors, Llc 108 Gateway Boulevard, Suite 204 Mooresville NC 28117 | No | No | Yes | No | |
1619991 | Kyle Cerminara | C/O Fundamental Global Investors, Llc 108 Gateway Boulevard, Suite 204 Mooresville NC 28117 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock, Par Value $0.01 Per Share | Acquisiton | 2021-05-26 | 5,296 | $8.10 | 8,296 | No | 4 | P | Indirect | FUNDAMENTAL GLOBAL CAPITAL APPRECIATION FUND, LP |
Common Stock, Par Value $0.01 Per Share | Disposition | 2021-05-26 | 5,296 | $8.10 | 0 | No | 4 | S | Indirect | FGI GLOBAL ASSET ALLOCATION FUND, LTD. |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | FUNDAMENTAL GLOBAL CAPITAL APPRECIATION FUND, LP |
No | 4 | S | Indirect | FGI GLOBAL ASSET ALLOCATION FUND, LTD. |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Common Stock, Par Value $0.01 Per Share | 788,199 | Indirect | FUNDAMENTAL ACTIVIST FUND I, LP |
Common Stock, Par Value $0.01 Per Share | 628,875 | Indirect | FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP |
Common Stock, Par Value $0.01 Per Share | 4,532 | Indirect | FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP |
Common Stock, Par Value $0.01 Per Share | 477,282 | Indirect | FGI 1347 HOLDINGS, LP |
Common Stock, Par Value $0.01 Per Share | 1,038,409 | Indirect | BALLANTYNE STRONG, INC. |
8.00% Cumulative Preferred Stock, Series A, $25.00 Par Value | 34,620 | Indirect | FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP |
8.00% Cumulative Preferred Stock, Series A, $25.00 Par Value | 590 | Indirect | FUNDAMENTAL GLOBAL CAPITAL APPRECIATION FUND, LP |
Reported Derivative Holdings
Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
---|---|---|---|---|---|---|---|
Common Stock | CALL OPTION (RIGHT TO BUY) | $6.00 | 2020-04-16 | 2022-04-16 | 50,000 | 50,000 | Indirect |
Common Stock | CALL OPTION (RIGHT TO BUY) | $6.00 | 2020-04-16 | 2022-04-16 | 50,000 | 50,000 | Indirect |
Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
---|---|---|---|
2022-04-16 | 50,000 | 50,000 | Indirect |
2022-04-16 | 50,000 | 50,000 | Indirect |
Footnotes
- The Reporting Persons beneficially own in the aggregate 3,045,593 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 60.8% of the Company's outstanding shares of Common Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners Master Fund, LP ("FGPM"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"), FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH"), Fundamental Global Capital Appreciation Fund, LP ("FGCA") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 11,162 shares of Common Stock and restricted stock units representing the right to receive 20,987 shares of Common Stock upon vesting. In addition, Mr. Johnson holds 32,149 shares of Common Stock.
- BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.
- The Reporting Persons beneficially own in the aggregate 35,210 shares of Preferred Stock, which represent approximately 4.1% of the outstanding shares of Preferred Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM and FGCA. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.
- Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FGAA, FGGM, FAFI, FGIH and FGCA and the shares of Preferred Stock disclosed as directly owned by FGPM and FGCA. Due to their positions with BTN, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
- Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022.
- Represents a cross-trade between FGAA and FGCA, in which FGAA disposed of and FGCA acquired the reported shares. Accordingly, there was no change in the aggregate beneficial ownership of the Reporting Persons.