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Filing Details

Accession Number:: 0000899243-21-047627
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-12-09 21:01:06
Reporting Period:: 2021-11-29

Accepted Time:: 2021-12-09 21:01:06
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	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 Gp, Llc 108 Gateway Boulevard, Suite 204 Mooresville NC 28117	No	No	Yes	No
1619991	Kyle Cerminara	C/O Fundamental Global Gp, Llc 108 Gateway Boulevard, Suite 204 Mooresville NC 28117	Yes	No	Yes	No
1878780	Fundamental Global Gp, Llc	108 Gateway Blvd., Suite 204 Mooresville NC 28117	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
8.00% Cumulative Preferred Stock, Series A, $25.00 Par Value	Disposition	2021-12-07	2,003	$25.00	16,976	No	4	S	Indirect	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 Par Value	Disposition	2021-12-08	7,618	$24.73	9,358	No	4	S	Indirect	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
Common Stock, Par Value $0.01 Per Share	Acquisiton	2021-11-29	600,000	$4.00	1,638,409	No	4	O	Indirect	BALLANTYNE STRONG, INC.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
No	4	S	Indirect	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
No	4	O	Indirect	BALLANTYNE STRONG, INC.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	SUBSCRIPTION RIGHTS (RIGHT TO BUY)	Disposition	2021-11-29	600,000	$0.00	600,000	$4.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2021-10-29	2021-11-29	No	4	O	Indirect

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	477,282	Indirect	FGI 1347 HOLDINGS, LP

Reported Derivative Holdings

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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 3,632,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 55.9% of the Company's outstanding shares of Common Stock. Fundamental Global GP, 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"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 15,592 shares of Common Stock and restricted stock units representing the right to receive 16,557 shares of Common Stock upon vesting.
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 9,358 shares of Preferred Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.
Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.65 to $24.82, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Preferred Stock sold at each separate price within the range set forth above.
As previously reported in its Form 8-K filed on December 3, 2021, on November 29, 2021, BTN elected to exercise (i) the subscription rights distributed by the Company on October 29, 2021 to it to purchase 155,761 shares of the Company's Common Stock at a purchase price of $4.00 per share and (ii) its over-subscription privilege to purchase an additional 444,239 additional shares of the Company's Common Stock at a purchase price of $4.00 per share.