FG (FGH) Form 4 FG / Kyle Cerminara 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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X

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^*

Cerminara Kyle

(Last) (First) (Middle)

C/O FG GROUP HOLDINGS INC.

5960 FAIRVIEW ROAD, SUITE 275

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FG Group Holdings Inc. [ FGH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	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)

X	Form filed by One Reporting Person
	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	02/29/2024		D		375,123	D	(1)(2)	0	D
Common Stock	02/29/2024		D		7,540	D	(1)(2)	0	I	By 401(k) Plan
Common Stock	02/29/2024		D		11,220	D	(1)(2)	0	I	By Spouse
Common Stock	02/29/2024		D		4,220	D	(1)(2)	0	I	By Minor Children
Common Stock	02/29/2024		D		5,137,953	D	(1)(2)(3)	0	I	By Fundamental Global
Common Stock	02/29/2024		D		26,041	D	(1)(4)	0	D

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
Stock Options (Right to Buy)	$4.7	02/29/2024		D			50,000	(5)(6)	01/26/2028	Common Stock	50,000	(5)(6)	0	D
Stock Options (Right to Buy)	$2.89	02/29/2024		D			30,000	(5)(7)	06/06/2029	Common Stock	30,000	(5)(7)	0	D

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. Disposed of pursuant to the Merger Agreement in exchange for a number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock owned as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

3. The partnerships managed by Fundamental Global GP, LLC ("FGGP"), including Ballantyne Strong Holdings, LLC ("BTN Holdings"), and Fundamental Global Holdings, LP ("FGHP"), beneficially owned in the aggregate 5,137,953 shares of Company Common Stock immediately prior to the Effective Time. FGGP may be deemed to be a beneficial owner of the shares of Company Common Stock that are directly owned by BTN Holdings and FGHP. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Company Common Stock that are directly owned by BTN Holdings and FGHP. Mr. Cerminara disclaims beneficial ownership of the shares referred to herein except to the extent of his pecuniary interest therein.

4. Restricted Share Units (RSUs) granted as non-employee director compensation pursuant to the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. Each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms, as were applicable to such Company RSU immediately prior to the Effective Time.

5. Stock Options granted under the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each Stock Option to purchase shares of Company Common Stock (a "Company Stock Option") that was outstanding immediately prior to the Effective Time, was converted into a stock option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Stock Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

6. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, January 26, 2018, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time.

7. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, June 6, 2019, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time.

	/s/ D. Kyle Cerminara	03/01/2024
	** Signature of Reporting Person	Date
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