Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Cerminara Kyle
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2. Issuer Name and Ticker or Trading Symbol
Fundamental Global Inc. [FGF]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CEO and Chairman /
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(Last)
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(First)
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(Middle)
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C/O FUNDAMENTAL GLOBAL INC. , 108 GATEWAY BLVD., SUITE 204
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MOORESVILLE
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NC
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28117
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cerminara Kyle
C/O FUNDAMENTAL GLOBAL INC.
108 GATEWAY BLVD., SUITE 204
MOORESVILLE, NC28117
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X
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X
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CEO and Chairman
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Signatures
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/s/ Kyle Cerminara
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2024-10-02
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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On September 30, 2024, in connection with the business combination of Strong Global Entertainment, Inc. ("SGE") with and into Fundamental Global Inc., ("FG"), each share of Class A Common Voting Stock of SGE was exchanged for 1.5 shares of FG common stock.
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(2)
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Received in the Arrangement Agreement on a 1:1.5 basis.
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(3)
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Effective as of May 6, 2024 and as of June 30, 2024, respectively, the 853,619 shares of FG Common Stock and the 4,284,334 shares of FG Common Stock that were previously reported as being held by Fundamental Global Holdings LP and by Ballantyne Strong Holdings LLC, respectively, were transferred into FG Financial Holdings LLC ("FGFH"). The transfers did not result in a change in beneficial ownership. FGFH beneficially owns in the aggregate 8,049,136 shares of FG Common Stock. Fundamental Global GP LLC ("FGGP"), which is an affiliate of FGFH, may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH. Mr. Cerminara disclaims beneficial ownership of the shares of FG Common Stock beneficially owned by FGFH and FGGP except to the extent of his pecuniary interest therein.
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(4)
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Received in the Arrangement in exchange for Restricted Share Units ("RSUs") convertible into shares of SGE Class A Common Voting Stock ("SGE RSU"). At the Effective Time, each SGE RSU was converted into an RSU to acquire the number of shares of FG Common Stock (an "FG RSU") equal to the product of (i) the number of shares subject to such SGE RSU as of immediately prior to September 30, 2024, multiplied by (ii) the Exchange Ratio.
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(5)
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The FG RSUs will vest in full on the first anniversary of the grant date, which was May 21, 2024, subject to continuous service through the vesting date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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