| 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 Group Holdings Inc. [ FGH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2023 | ||||||||||||||||||||||||||
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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, PAR VALUE $0.01 PER SHARE | 06/12/2023 | P | 20,200 | A | $1.72(5) | 4,284,334(1)(2)(3)(4) | I | BALLANTYNE STRONG HOLDINGS, LLC | ||
| COMMON STOCK, PAR VALUE $0.01 PER SHARE | 853,619(2)(3)(4) | I | FUNDAMENTAL GLOBAL HOLDINGS, LP | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Fundamental Activist Fund I, LP was merged into FG Special Situations Partners, LP ("FGSSP") as of December 31, 2022. As such, FGSSP owns membership interests in Ballantyne Strong Holdings, LLC ("BTN Holdings") and may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by BTN Holdings. |
| 2. The partnerships managed by Fundamental Global GP, LLC ("FGGP") beneficially own in the aggregate 5,137,953 shares of Common Stock, which represent approximately 26.4% 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 BTN Holdings and Fundamental Global Holdings, LP ("FGHP"). |
| 3. 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 shares of Common Stock disclosed as directly owned by BTN Holdings and FGHP. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein. |
| 4. Mr. Moglia holds 636,291 shares of Common Stock directly and through the Moglia Family Foundation and trusts. Mr. Cerminara also holds additional shares of Common Stock. |
| 5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.68 to $1.81, 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, 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 | 06/14/2023 | |
| BALLANTYNE STRONG HOLDINGS, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER OF FUNDAMENTAL GLOBAL GP, LLC | 06/14/2023 | |
| /S/ D. KYLE CERMINARA | 06/14/2023 | |
| /S/ JOSEPH H. MOGLIA | 06/14/2023 | |
| ** 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. | ||
