Kyle Cerminara 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)
11/29/2021

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	12/07/2021		S		2,003	D	$25	16,976(3)(4)	I	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	12/08/2021		S		7,618	D	$24.73(6)	9,358(3)(4)	I	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE	11/29/2021		O		600,000(7)	A	$4	1,638,409(1)(4)	I	BALLANTYNE STRONG, INC.
COMMON STOCK, PAR VALUE $0.01 PER SHARE								788,199(1)(4)	I	FUNDAMENTAL ACTIVIST FUND I, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE								628,875(1)(4)	I	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE								477,282(1)(2)(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
CALL OPTION (RIGHT TO BUY)	$6							04/16/2020	04/16/2022	COMMON STOCK	50,000		50,000(5)	I	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
CALL OPTION (RIGHT TO BUY)	$6							04/16/2020	04/16/2022	COMMON STOCK	50,000		50,000(5)	I	FUNDAMENTAL ACTIVIST FUND I, LP
SUBSCRIPTION RIGHTS (RIGHT TO BUY)	$4	11/29/2021		O			600,000(7)	10/29/2021	11/29/2021	COMMON STOCK	600,000	$0.00	0	I	BALLANTYNE STRONG, INC.

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^*

BK Technologies Corp

(Last) (First) (Middle)

7100 TECHNOLOGY DRIVE

(Street)

WEST MELBOURNE FL 32904

(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 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.

2. BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.

3. 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.

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 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.

5. 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.

6. 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.

7. 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.

Remarks:

	FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER	12/09/2021
	BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER	12/09/2021
	BK TECHNOLOGIES CORPORATION /S/ WILLIAM P. KELLY, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER	12/09/2021
	/S/ D. KYLE CERMINARA	12/09/2021
	/S/ JOSEPH H. MOGLIA	12/09/2021
	** Signature of Reporting Person	Date
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