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Filing Details

Accession Number:: 0001493152-24-008554
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-01 17:06:33
Reporting Period:: 2024-01-03

Accepted Time:: 2024-03-01 17:06:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
946454	Fg Group Holdings Inc.	FGH	Photographic Equipment & Supplies (3861)	470587703

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1641669	J Robert Roschman	C/O Fg Group Holdings Inc. 5960 Fairview Road, Suite 275 Charlotte NC 28210		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2024-01-03	3,000	$1.39	128,693	No	4	P	Direct
Common Stock	Disposition	2024-02-29	128,693	$0.00	0	No	4	D	Direct
Common Stock	Disposition	2024-02-29	20,833	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	D	Direct
No	4	D	Direct

Footnotes

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.