FG Financial (FGF) Form 4 FG Financial / JOSEPH H MOGLIA 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^*

Fundamental Global GP, LLC

(Last) (First) (Middle)

108 GATEWAY BLVD., SUITE 204

(Street)

MOORESVILLE NC 28117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FG Financial Group, Inc. [ FGF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022

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

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

	Form filed by One Reporting Person
X	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
8.00% Cumulative Preferred Stock, Series A, $25.00 par value								8,973(1)(2)(3)(4)	I	FUNDAMENTAL ACTIVIST FUND I, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE								1,417,074(1)(2)(4)	I	FUNDAMENTAL ACTIVIST FUND I, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE	06/16/2022		P		632,911	A	$1.58	2,049,985(1)(4)	I	FUNDAMENTAL ACTIVIST FUND I, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE	06/16/2022		P		1,265,822	A	$1.58	2,904,231(1)(4)	I	BALLANTYNE STRONG, INC.
COMMON STOCK, PAR VALUE $0.01 PER SHARE								477,282(1)(4)	I	FGI 1347 HOLDINGS, LP

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

1. Name and Address of Reporting Person^*

Fundamental Global GP, LLC

(Last) (First) (Middle)

108 GATEWAY BLVD., SUITE 204

(Street)

MOORESVILLE NC 28117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cerminara Kyle

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

108 GATEWAY BOULEVARD, SUITE 204

(Street)

MOORESVILLE NC 28117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MOGLIA JOSEPH H

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

108 GATEWAY BOULEVARD, SUITE 204

(Street)

MOORESVILLE NC 28117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BALLANTYNE STRONG, INC.

(Last) (First) (Middle)

4201 CONGRESS STREET SUITE 175

(Street)

CHARLOTTE NC 28209

(City) (State) (Zip)

Explanation of Responses:

1. The Reporting Persons beneficially own in the aggregate 5,431,498 shares of Common Stock, which represent approximately 58.5% 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 Activist Fund I, LP ("FAFI") and FGI 1347 Holdings, LP ("FGIH"). Mr. Cerminara holds 16,925 shares of Common Stock and restricted stock units representing the right to receive 29,716 shares of Common Stock upon vesting.

2. The 628,875 shares of Common Stock and 8,973 shares of Preferred Stock, as previously reported by Fundamental Global Partners Master Fund, LP ("FGPM"), were transferred to FAFI. FGPM is in the process of being dissolved, and the transfer did not result in a change in beneficial ownership because both funds shared a common investment manager.

3. The Reporting Persons beneficially own in the aggregate 8,973 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 FAFI. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.

4. 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 FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FAFI. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.

Remarks:

	FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER	06/17/2022
	BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER	06/17/2022
	/S/ D. KYLE CERMINARA	06/17/2022
	/S/ JOSEPH H. MOGLIA	06/17/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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