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Fundamental Global Inc.

11/21/2024 | Press release | Distributed by Public on 11/21/2024 20:05

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fundamental Global GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Fundamental Global Inc. [FGF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL GP, LLC, 108 GATEWAY BLVD., SUITE 204
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2024
(Street)
MOORESVILLE, NC 28117
4. If Amendment, Date 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
(City) (State) (Zip)
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 321,965(1)(2)(7) I FG Financial Holdings, LLC
Common Stock 11/19/2024 P 5,000 A $35.86(3) 326,965(7) I FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 11/19/2024 P 3,156 A $17.05(4) 59,287(7) I FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 11/20/2024 P 4,586 A $16.98(5) 63,873(7) I FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 11/21/2024 P 2,279 A $17.59(6) 66,152(7) I FG Financial Holdings, LLC
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fundamental Global GP, LLC
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE, NC 28117
X
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE, NC 28117
X X CEO and Chairman
MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE, NC 28117
X
FG Financial Holdings, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE, NC 28117
X

Signatures

FUNDAMENTAL GLOBAL GP, LLC, /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 11/21/2024
**Signature of Reporting Person Date
FG FINANCIAL HOLDINGS, LLC, /S/ D. KYLE CERMINARA, MANAGER 11/21/2024
**Signature of Reporting Person Date
FG FINANCIAL HOLDINGS, LLC, /S/ RYAN R. K. TURNER, MANAGER 11/21/2024
**Signature of Reporting Person Date
/S/ D. KYLE CERMINARA 11/21/2024
**Signature of Reporting Person Date
/S/ JOSEPH H. MOGLIA 11/21/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the total number of shares of the Issuer's common stock held by the Reporting Persons following the Issuer's 1-for-25 reverse stock split, which was effective as of October 31, 2024. Prior to the reverse stock split, the Reporting Persons held a total of 8,049,136 shares of the Issuer's common stock.
(2) Includes (on a pre-reverse stock split basis) 4,284,334 shares of the Issuer's common stock and 853,619 shares of the Issuer's common stock that were previously reported as being held by Ballantyne Strong Holdings LLC ("BTN Holdings") and by Fundamental Global Holdings LP ("FGHP"), respectively. On July 1, 2024, the shares that were previously reported as being held by BTN Holdings and by FGHP were transferred to FG Financial Holdings LLC ("FGFH"). The transfers did not result in a change in beneficial ownership.
(3) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $34.25 to $36.94, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above.
(4) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.95 to $17.47, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above.
(5) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.55 to $17.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above.
(6) The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.00 to $18.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares of the Issuer's common stock purchased at each separate price within the range set forth above.
(7) The partnerships managed by Fundamental Global GP, LLC ("FGGP"), including FGFH, beneficially own in the aggregate 66,152 shares of the Issuer's Preferred Stock and 326,965 shares of the Issuer's common stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. 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 securities disclosed as directly owned by FGFH. Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Preferred Stock and common stock beneficially owned by FGGP except to the extent of his or its pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.