Ray Boegner Form 4/A Strong Global Entertainment / RAY BOEGNER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOEGNER RAY

(Last) (First) (Middle)

5960 FAIRVIEW ROAD, SUITE 275

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Strong Global Entertainment, Inc. [ SGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/19/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Voting Shares	05/18/2023		A		25,000	A	(1)(2)	25,000	D
Class A Common Voting Shares	05/18/2023		F		7,201(3)(5)	D	$3.99	17,799(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	05/18/2023		A		25,000		(2)	(2)	Class A Common Voting Shares	25,000	$0.00	25,000	D
Restricted Stock Unit	(1)	05/18/2023		M			25,000	(2)	(2)	Class A Common Voting Shares	25,000	$0.00	0	D
Restricted Stock Unit	(1)	05/18/2023		A		25,000		(4)	(4)	Class A Common Voting Shares	25,000	$0.00	25,000	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted pursuant to the 2023 Share Compensation Plan of Strong Global Entertainment, Inc. (the "Issuer"). Each RSU represents the right to receive, following vesting, one Class A Common Voting Share of the Issuer.

2. These RSUs were granted on May 18, 2023, the completion of the Issuer's initial public offering, and vested immediately.

3. Represents the number of Class A Common Voting Shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the RSUs and does not represent a sale.

4. These RSUs were granted on May 18, 2023, the completion of the Issuer's initial public offering, and will vest in one-third annual installments, beginning on the first anniversary of the grant date, subject to continued employment.

5. On May 18, 2023, the Issuer inadvertently overwithheld the number of Class A Common Voting Shares in net settlement of the RSUs described in footnote 2. On May 22, 2023, the Issuer corrected this error, effective as of May 18, 2023. The original Form 4, filed on May 19, 2023, is being amended by this form 4 amendment solely to reflect the correct number of Class A Common Voting Shares withheld in net settlement of such RSUs.

	/s/ Ray F. Boegner	05/23/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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