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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FG Financial Group, Inc. [ FGF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 10/13/2023 | A | 157,845(1) | A | $0 | 223,568(2) | D | |||
| Common Stock | 5,666,111(3) | I | FG Financial Holdings, LLC | |||||||
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 56,131(3) | I | FG Financial Holdings, LLC | |||||||
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 44(4) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Includes (i) 27,845 restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash. These RSUs vested on the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company, (ii) includes 130,000 RSUs granted on February 17, 2023, under the 2021 Equity Incentive Plan for performance related to fiscal year 2022. One third of these RSUs vested on the grant date and the remaining will vest annually over a 2-year period. Each RSU represents a contingent right to receive one share of common stock of the Company. |
| 2. Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, the remaining 1,544 RSUs granted on August 13, 2019 as director compensation (also includes the 6,178 RSUs that have vested to date), the remaining 3,485 RSUs granted on August 12, 2020 as director compensation (also includes the 5,229 RSUs that have vested to date), and the remaining 11,594 RSUs granted on December 17, 2021, as director compensation (also includes the 2,898 RSUs that have vested to date), and the remaining 25,316 RSUs granted on August 19, 2022, as director compensation (also includes the 6,329 RSUs that have vested to date), and the remaining 86,666 RSU granted on February 17, 2023 ( also includes 43,334 RSU that have vested to date but 12,563 of such RSUs were withheld by the Company for tax purposes). |
| 3. FG Financial Holdings, LLC ("FGFH"), which is managed by Fundamental Global GP, LLC ("FGGP"), beneficially owns in the aggregate 56,131 shares of Preferred Stock and 5,666,111 shares of Common Stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Messrs. D. Kyle Cerminara may be deemed to be beneficial owners of the securities disclosed as directly owned by FGFH. |
| 4. The securities are held directly by Mr. Cerminara in a joint account with his spouse. |
| /s/ Kyle Cerminara | 10/31/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||