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
Strong Global Entertainment, Inc. [ SGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | ||||||
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 | 8,626(3)(5) | D | $3.99 | 16,374(5) | D |
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 | ||||||||
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 underwithheld 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/ Todd Robert Major | 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). | ||
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. |