FG Financial 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)
09/12/2022

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)	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	09/12/2022		P		3,089	A	$17.19(4)	12,062(2)(3)	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	09/12/2022		P		1,491	A	$19.99	13,553(2)(3)	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	09/13/2022		P		5,839	A	$19.7(5)	19,392(2)(3)	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	09/13/2022		P		8,819	A	$20.43(5)	28,211(2)(3)	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	09/14/2022		P		5,579	A	$21.33(6)	33,790(2)(3)	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	09/14/2022		P		2,675	A	$22.14(6)	36,465(2)(3)	I	FG Financial Holdings, LLC
COMMON STOCK, PAR VALUE $0.01 PER SHARE								5,431,498(2)(7)(8)	I	FG Financial Holdings, LLC
COMMON STOCK, PAR VALUE $0.01 PER SHARE	09/12/2022		P		64,280	A	$1.64(9)	5,495,778(2)(7)	I	FG Financial Holdings, LLC
COMMON STOCK, PAR VALUE $0.01 PER SHARE	09/13/2022		P		33,557	A	$1.68(10)	5,529,335(2)(7)	I	FG Financial Holdings, LLC
COMMON STOCK, PAR VALUE $0.01 PER SHARE	09/14/2022		P		86,320	A	$1.88(11)	5,615,655(2)(7)	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)

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)

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. These shares were previously reported as directly beneficially owned by Fundamental Activist Fund I, LP ("FAFI") and were contributed to FG Financial Holdings, LLC ("FGFH") on September 12, 2022.

2. Due to their positions with Fundamental Global GP, LLC ("FGGP") and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock and the shares of Preferred Stock disclosed as directly owned by FGFH. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.

3. The Reporting Persons beneficially own in the aggregate 36,465 shares of Preferred Stock. FGGP may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGFH. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.

4. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.79 to $17.48, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the U.S. Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the range set forth above.

5. The prices reported in Column 4 are weighted average prices. 5,839 shares were purchased in multiple transactions at prices ranging from $19.095 to $20.00, inclusive. 8,819 shares were purchased in multiple transactions at prices ranging from $20.21 to $20.75, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the ranges set forth above.

6. The prices reported in Column 4 are weighted average prices. 5,579 shares were purchased in multiple transactions at prices ranging from $20.65 to $21.605, inclusive. 2,675 shares were purchased in multiple transactions at prices ranging from $21.79 to $22.42, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the ranges set forth above.

7. The Reporting Persons beneficially own in the aggregate 5,615,655 shares of Common Stock, which represent approximately 60.1% of the Company's outstanding shares of Common Stock. FGGP may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by FGFH. Mr. Cerminara holds 21,356 shares of Common Stock and restricted stock units representing the right to receive 56,930 shares of Common Stock upon vesting.

8. These shares were previously reported as directly beneficially owned by FAFI, FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN") and were contributed to FGFH between September 12 and 14, 2022.

9. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.59 to $1.77, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth above.

10. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.65 to $1.725, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth above.

11. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.71 to $2.00, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth above.

Remarks:

	FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER	09/14/2022
	BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER	09/14/2022
	FG FINANCIAL HOLDINGS, LLC /S/ D. KYLE CERMINARA, MANAGER	09/14/2022
	FG FINANCIAL HOLDINGS, LLC /S/ RYAN R.K. TURNER, MANAGER	09/14/2022
	/S/ D. KYLE CERMINARA	09/14/2022
	/S/ JOSEPH H. MOGLIA	09/14/2022
	** Signature of Reporting Person	Date
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