Kyle Cerminara Form 4 Fundamental Global / 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)

C/O FUNDAMENTAL GLOBAL GP, LLC

108 GATEWAY BLVD., SUITE 204

(Street)

MOORESVILLE NC 28117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fundamental Global 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)
02/29/2024

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
Common Stock								2,911,183(1)(3)(4)	I	FG Financial Holdings, LLC
Common Stock	02/29/2024		A		4,284,334	A	(1)(2)	4,284,334(4)	I	Ballantyne Strong Holdings, LLC
Common Stock	02/29/2024		A		853,619	A	(1)(2)	853,619(4)	I	Fundamental Global Holdings, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value								56,131(4)	I	FG Financial Holdings, LLC

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)

C/O FUNDAMENTAL GLOBAL GP, LLC

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^*

FG Group Holdings Inc.

(Last) (First) (Middle)

5960 FAIRVIEW ROAD, SUITE 275

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FG Financial Holdings, LLC

(Last) (First) (Middle)

108 GATEWAY BLVD., SUITE 204

(Street)

MOORESVILLE NC 28117

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. Received in the Merger in exchange for an equal number of shares of Company Common Stock.

3. FG Financial Holdings, LLC ("FGFH") held 5,666,111 shares of Parent Common Stock prior to the Effective Time. In connection with the Merger, 2,754,928 shares of Common Stock held by FGFH (and beneficially owned by the Company) were retired.

4. The partnerships managed by Fundamental Global GP, LLC ("FGGP"), including FGFH, Ballantyne Strong Holdings LLC ("BTN Holdings"), and Fundamental Global Holdings LP ("FGHP"), beneficially owns in the aggregate 56,131 shares of Preferred Stock and 8,049,136 shares of Common Stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. Due to their positions with FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. Each Reporting Person disclaims beneficial ownership of the shares of Preferred Stock and Common Stock beneficially owned by FGGP except to the extent of his or its pecuniary interest therein.

	FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER	03/01/2024
	/S/ D. KYLE CERMINARA	03/01/2024
	/S/ JOSEPH H. MOGLIA	03/01/2024
	FG GROUP HOLDINGS, INC., /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER	03/01/2024
	FG FINANCIAL HOLDINGS, LLC /S/ D. KYLE CERMINARA, MANAGER	03/01/2024
	** Signature of Reporting Person	Date
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