SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

5,431,498

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

5,431,498

0001193125-22-193854.txt : 20220714 0001193125-22-193854.hdr.sgml : 20220714 20220714171200 ACCESSION NUMBER: 0001193125-22-193854 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20220714 DATE AS OF CHANGE: 20220714 GROUP MEMBERS: BALLANTYNE STRONG, INC. GROUP MEMBERS: D. KYLE CERMINARA GROUP MEMBERS: FGI 1347 HOLDINGS, LP GROUP MEMBERS: FUNDAMENTAL ACTIVIST FUND I, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FG Financial Group, Inc. CENTRAL INDEX KEY: 0001591890 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 461119100 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88083 FILM NUMBER: 221083595 BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVE STREET 2: SUITE 800 CITY: ST. PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 847-791-6817 MAIL ADDRESS: STREET 1: 360 CENTRAL AVE STREET 2: SUITE 800 CITY: ST. PETERSBURG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: 1347 Property Insurance Holdings, Inc. DATE OF NAME CHANGE: 20131113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fundamental Global GP, LLC CENTRAL INDEX KEY: 0001878780 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 108 GATEWAY BLVD. STREET 2: SUITE 204 CITY: MOORESVILLE STATE: NC ZIP: 28117 BUSINESS PHONE: (704) 323-6851 MAIL ADDRESS: STREET 1: 108 GATEWAY BLVD. STREET 2: SUITE 204 CITY: MOORESVILLE STATE: NC ZIP: 28117 SC 13D/A 1 d336131dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

FG Financial Group, Inc. (formerly known as 1347 Property Insurance Holdings, Inc.)

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

30259W104

(CUSIP Number)

D. Kyle Cerminara

Fundamental Global GP, LLC

108 Gateway Blvd., Suite 204

Mooresville, NC 28117

(704) 323-6851

With a copy to:

Patrick Gadson

Vinson & Elkins

1114 Avenue of the Americas, 32nd Floor

New York, New York 10036

(212) 237-0000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 29, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)


CUSIP No. 30259W104		13D		Page 2 of 12 Pages


1		NAME OF REPORTING PERSON Fundamental Global GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

Fundamental Global GP, LLC may also be deemed to be the beneficial owner of 8,973 shares of Preferred Stock (as defined in Item 5 below), that are held directly by Fundamental Activist Fund I, LP, which represent approximately 1.0% of the outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible.


CUSIP No. 30259W104		13D		Page 3 of 12 Pages


1		NAME OF REPORTING PERSON Fundamental Activist Fund I, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC; OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)	Fundamental Activist Fund I, LP also directly holds 8,973 shares of the Company’s Preferred Stock, which represent approximately 1.0% of the Company’s outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible.


CUSIP No. 30259W104		13D		Page 4 of 12 Pages


1		NAME OF REPORTING PERSON FGI 1347 Holdings, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 30259W104		13D		Page 5 of 12 Pages


1		NAME OF REPORTING PERSON Ballantyne Strong, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 30259W104		13D		Page 6 of 12 Pages


1		NAME OF REPORTING PERSON D. Kyle Cerminara
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF; AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)	Includes approximately 4,430 shares potentially issuable to Mr. Cerminara upon the vesting of restricted stock units within 60 days of the filing of this Statement.

(2)

Mr. Cerminara may also be deemed to be the beneficial owner of 8,973 shares of Preferred Stock, that are held directly by Fundamental Activist Fund I, LP, which represent approximately 1.0% of the outstanding shares of Preferred Stock. Mr. Cerminara also owns 44 shares of Preferred Stock in a joint account with his spouse.


CUSIP No. 30259W104		13D		Page 7 of 12 Pages

This Amendment No. 16 to the Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 16”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on June 18, 2015 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, $0.001 par value per share, of FG Financial Group, Inc., a Delaware corporation. In addition, Fundamental Global Partners Master Fund, LP, FGI Global Asset Allocation Fund, Ltd., FGI Global Asset Allocation Master Fund, LP and Lewis M. Johnson no longer share any voting or investment power with the filers on this Statement and will be removed as joint filers. Fundamental Global Partners Master Fund, LP transferred to Fundamental Activist Fund I, LP all securities of the Company and is in the process of being dissolved. Capitalized terms used but not defined in this Amendment No. 16 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 16, the Schedule 13D remains unchanged.

Item 1.

Security and Issuer.

This Statement relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of FG Financial Group, Inc., a Delaware corporation (the “Company”). The Company reports that its principal executive offices are located at 360 Central Ave Suite 800, St. Petersburg, Florida 33701.

Item 2.

Identity and Background.

This Statement is filed by (i) Fundamental Global GP, LLC, a Delaware limited liability company (“FGGP”), (ii) Fundamental Activist Fund I, LP, a Delaware limited partnership ( “FAFI”), (iii) FGI 1347 Holdings, LP, a Delaware limited partnership (“FGIH”), (iv) Ballantyne Strong, Inc., a Delaware corporation (“BTN”), and (v) Mr. D. Kyle Cerminara, a U.S. citizen.

The principal business of FGGP is to provide investment advisory and management services to private investment funds, including to FAFI and FGIH. The principal business of each of FAFI and FGIH is serving as a private investment fund. BTN is a holding company with diverse business activities focused on serving the entertainment, retail, financial, advertising and government markets. Mr. Cerminara’s principal occupation is serving as the Chief Executive Officer of Fundamental Global, LLC, a Delaware limited liability company, whose principal business is to be a private partnership focused on long-term strategic holdings, including its privately-held subsidiaries and affiliates. Mr. Cerminara is a U.S. citizen.

Fundamental Activist Fund I GP, LLC, a Florida limited liability company (“FAFI GP”), is the general partner of FAFI, which is FAFI GP’s principal business. FGI 1347 GP, LLC, a Florida limited liability company (“FGIH GP”), is the general partner of FGIH, which is FGIH GP’s principal business.

Mr. D. Kyle Cerminara is the Chief Executive Officer and sole manager of FGGP, the sole manager of FAFI GP and FGIH GP, and the Chairman of the Board of Directors of BTN and the Company.

The business address of each of FGGP, FAFI, FGIH, Mr. Cerminara, FAFI GP, FGIH GP and Fundamental Global, LLC is 108 Gateway Blvd., Suite 204, Mooresville, NC 28117. The address of BTN’s principal office is 4201 Congress Street, Suite 175, Charlotte, NC 28209.

Each of FGGP, FAFI, FGIH, BTN and Mr. Cerminara is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

Information regarding the identity and background of the partners, managers, officers, directors or other controlling persons, of the Reporting Persons, as applicable, is set forth in this Item 2, or in regards to BTN, on Schedule A to this Statement. Each of the individuals identified on Schedule A to this Statement is a U.S. citizen.


CUSIP No. 30259W104		13D		Page 8 of 12 Pages

None of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of their partners, managers, officers, directors or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows: FAFI, $7,010,060; FGIH, $3,740,789; BTN, $12,111,565 and Mr. Cerminara, $26,003. The source of these funds was working capital or personal funds, as applicable. In addition, on December 31, 2021, Fundamental Global Partners Master Fund, LP (“FGPM”) transferred all of its securities of the Company to FAFI in exchange for its limited partners receiving limited partnership interests in FAFI. FGPM’s total cost for purchasing the Common Stock previously reported as owned, including brokerage commissions, was approximately $4,359,258, which included a cost of $50,000 for a call option to purchase 50,000 shares of Common Stock that has since expired.

Item 4.

Purpose of the Transaction.

On June 16, 2022, FAFI and BTN purchased 632,911 and 1,265,822 shares, respectively, of Common Stock in an underwritten public offering (the “Public Offering”) at a public offering price of $1.58 per share. The Public Offering closed on June 21, 2022. FAFI and BTN acquired the shares for long-term holding purposes.

On November 29, 2021, BTN elected to exercise (i) the subscription rights distributed by the Company on October 29, 2021 to it to purchase 155,761 shares of the Company’s Common Stock at a purchase price of $4.00 per share and (ii) its over-subscription privilege to purchase an additional 444,239 additional shares of the Company’s Common Stock at a purchase price of $4.00 per share. In total, BTN committed to purchase 600,000 shares for a total cost of $2.4 million. BTN has acquired the shares for long-term holding purposes.

On December 31, 2021, pursuant to that certain Transfer and Distribution Agreement, dated as of the same date (the “Transfer and Distribution Agreement”), by FGPM and FAFI, among others, FGPM transferred all securities of the Company to FAFI. The foregoing description is qualified in its entirety by reference to the full text of the Transfer and Distribution Agreement, which is filed herewith as Exhibit 99.1, and is incorporated herein by reference. The purpose of the transfer was to simplify the organizational structure of the funds managed by FGGP without a change in beneficial ownership for FGGP or its controlling entities and individuals, as applicable.

None of the Reporting Persons have any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein and except as may be proposed by Mr. Cerminara in his capacity as director of the Company, or by such board of directors with Mr. Cerminara’s participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their holdings in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

The Reporting Persons anticipate that a press release will be issued on July 14, 2022 regarding this Statement and highlighting several events that change the way ownership is reported. The foregoing description is qualified in its entirety by reference to the full text of the Press Release, which is filed herewith as Exhibit 99.3, and is incorporated herein by reference.

Item

5. Interest in Securities of the Issuer.

(a) FGGP, FAFI, FGIH, BTN and Mr. Cerminara together beneficially own in the aggregate 5,452,853 shares of Common Stock, which represents approximately 58.8% of the Company’s outstanding shares of Common Stock and includes approximately 4,430 shares potentially issuable to Mr. Cerminara upon the vesting of restricted stock units within 60 days of the filing of this Statement.


CUSIP No. 30259W104		13D		Page 9 of 12 Pages

Each of FAFI, FGIH and BTN directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Cerminara directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. FGGP does not directly hold any shares of Common Stock. None of the other Reporting Persons nor, to the Reporting Persons’ knowledge, any of their partners, managers, officers, directors or other controlling persons directly hold any of the shares of Common Stock disclosed in this Statement, except as described below.

Larry G. Swets Jr., a director of BTN, beneficially owns in the aggregate 47,886 shares of Common Stock, which represents approximately 0.5% of the Company’s outstanding shares of Common Stock and includes approximately 2,687 shares potentially issuable to Mr. Swets upon the vesting of restricted stock units within 60 days of the filing of this Statement.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on 6,528,001 shares of Common Stock reported by the Company as outstanding as of May 13, 2022 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022, adjusted by the 2,750,000 shares issued in the Public Offering and the applicable number of shares issuable upon the vesting of restricted stock units within 60 days of the filing of this Statement.

The Reporting Persons also beneficially own in the aggregate 8,973 shares of the Company’s 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share (the “Preferred Stock”), which represent approximately 1.0% of the outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible. FAFI directly holds all of the shares of Preferred Stock.

(c) The following transactions have been effected by FAFI and BTN during the past sixty days: on June 16, 2022, FAFI and BTN purchased 632,911 and 1,265,822 shares, respectively, of Common Stock in the Public Offering at a price of $1.58 per share. The following transactions have been effected by Mr. Swets during the past sixty days: On June 21, 2022, Mr. Swets purchased 30,000 shares of Common Stock in the Public Offering at a price of $1.58 per share.

(e) On August 1, 2021, Fundamental Global Investors, LLC no longer beneficially owned any Company securities following the assignment of all investment management agreements related to the Common Stock to FGGP. In addition, on December 31, 2021, FGPM transferred all securities of the Company to FAFI.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth under Item 4 above is incorporated herein by reference.

On August 1, 2021, Fundamental Global Investors, LLC assigned the investment management agreements for FGPM, FAFI and FGIH to FGGP. On December 31, 2021, FGPM transferred all securities of the Company to FAFI.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 16, which agreement is filed herewith as Exhibit 99.2 and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

99.1

Transfer and Distribution Agreement, dated as of December 31, 2021, by and among Fundamental Global Partners, LP, Fundamental Global Partners QP, L.P., Fundamental Global Partners Master Fund, L.P., Fundamental Activist Fund I, LP, FG Partners GP, LLC and Fundamental Activist Fund I GP, LLC.

99.2

Joint Filing Agreement.

99.3

Press release dated July 14, 2022.


CUSIP No. 30259W104		13D		Page 10 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: July 14, 2022

FUNDAMENTAL GLOBAL GP, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer

FUNDAMENTAL ACTIVIST FUND I, LP

by Fundamental Activist Fund I GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI 1347 HOLDINGS, LP

by FGI 1347 GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

BALLANTYNE STRONG, INC.

/s/ Mark D. Roberson

Mark D. Roberson

Chief Executive Officer

D. KYLE CERMINARA

/s/ D. Kyle Cerminara


CUSIP No. 30259W104		13D		Page 11 of 12 Pages

Schedule A

Ballantyne Strong, Inc.

Identity and Background of the Executive Officers of Ballantyne Strong, Inc.


Name	Residence or Business Address	Present Principal Occupation or employment and the Name, Principal Business and Address of any Organization in which such Employment Is Conducted
Mark D. Roberson	4201 Congress Street, Suite 175, Charlotte, NC 28209	Chief Executive Officer Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

Todd R. Major	4201 Congress Street, Suite 175, Charlotte, NC 28209	Chief Financial Officer Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

Ray F. Boegner	4201 Congress Street, Suite 175, Charlotte, NC 28209	President of Strong Entertainment Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

Identity and Background of the Directors of Ballantyne Strong, Inc.


Name	Residence or Business Address	Present Principal Occupation or employment and the Name, Principal Business and Address of any Organization in which such Employment Is Conducted
D. Kyle Cerminara	108 Gateway Blvd., Suite 204, Mooresville, NC 28117	Chief Executive Officer Fundamental Global, LLC 108 Gateway Blvd., Suite 204, Mooresville, NC 28117 Fundamental Global, LLC’s principal business is to be a private partnership focused on long-term strategic holdings Director Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

William J. Gerber	4201 Congress Street, Suite 175, Charlotte, NC 28209	Director Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

Charles T. Lanktree	4201 Congress Street, Suite 175, Charlotte, NC 28209	Advisor Eggland’s Best, LLC 2 Ridgedale Avenue, Suite 201, Cedar Knolls, NJ 07927 Eggland’s Best, LLC is a distributor of nationally branded eggs. Director Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

Michael C. Mitchell	4201 Congress Street, Suite 175, Charlotte, NC 28209	Director Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209


CUSIP No. 30259W104		13D		Page 12 of 12 Pages


Robert J. Roschman	4201 Congress Street, Suite 175, Charlotte, NC 28209	Investor/Self-Employed Roschman Enterprises 6300 NE 1st Avenue, Suite 300, Fort Lauderdale, FL 33334 Roschman Enterprises is involved in real estate, property management and property development. Director Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

Ndamukong Suh	4201 Congress Street, Suite 175, Charlotte, NC 28209	Independent Private Investor Director Ballantyne Strong, Inc. 4201 Congress Street, Suite 175 Charlotte, NC 28209

Larry G. Swets, Jr.	4201 Congress Street, Suite 175, Charlotte, NC 28209	Chief Executive Officer FG Financial Group, Inc. 360 Central Avenue, Suite 800, St. Petersburg, FL 33701 FG Financial Group, Inc. is a reinsurance and investment management holding company. Director Ballantyne Strong, Inc. 4201 Congress Street, Suite 175, Charlotte, NC 28209

EX-99.1 2 d336131dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, L.P.

FUNDAMENTAL ACTIVIST FUND I, L.P.

TRANSFER AND DISTRIBUTION AGREEMENT

THIS TRANSFER AND DISTRIBUTION AGREEMENT is dated as of December 31, 2021 (this “Agreement”), among Fundamental Global Partners, LP (“FGP”), Fundamental Global Partners QP, L.P. (“FGP QP”), Fundamental Global Partners Master Fund, L.P. (“FGP Master Fund”), Fundamental Activist Fund I, LP (“FAFI”), FG Partners GP, LLC (the “FGP General Partner”), and Fundamental Activist Fund I GP, LLC (the “Activist Fund GP”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Sixth Amended and Restated Exempted Limited Partnership Agreement of the FGP Master Fund dated July 2020, as in effect on the date immediately preceding the date of this Agreement (the “FGP Master Fund LPA”).

WHEREAS, effective immediately following the close of business on the date hereof (the “Effective Date”), each of the FGP General Partner, in its capacity as general partner of the FGP Master Fund, and the Activist Fund GP have determined that FGP Master Fund shall transfer 100% of its securities and other assets (the “FGP Assets”) to FAFI (the “Transfer”) in exchange for limited partnership interests in FAFI (the “FAFI LP Interests”);

WHEREAS, FGP and FGP QP are the sole holders of limited partnership interests in FGP Master Fund since Fundamental Global Partners Offshore Fund, Ltd. has withdrawn its entire interest from FGP Master Fund;

WHEREAS, immediately following the Transfer, pursuant to Section 3.13(a) of the FGP Master Fund LPA, the FGP General Partner, in its capacity as general partner of the FGP Master Fund, has determined to distribute in kind to each of the FGP General Partner, FGP and FGP QP its respective pro rata share of the FAFI LP Interests and to consent to the withdrawal of FGP and FGP QP as Limited Partners in the FGP Master Fund as of the Effective Date;

WHEREAS, each of FGP and FGP QP has elected to accept such distribution in kind of its respective pro rata share of the FAFI LP Interests;

WHEREAS, pursuant to Section 3.1(e) of the Amended and Restated Limited Partnership Agreement of FAFI dated as of January 1, 2018 (the “Activist Fund LPA”), the Activist Fund GP has determined to accept the Transfer as a contribution in kind by FGP Master Fund, to consent to the transfer of the FAFI LP Interests via a distribution in kind to each of the FGP General Partner, FGP and FGP and to admit each of the FGP General Partner, FGP and FGP QP as Limited Partners (as defined in the Activist Fund LPA) in FAFI.

NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein, the parties hereby agree as follows:

1. Transfer of FGP Assets. (a) Effective on the Effective Date, the FGP Master Fund hereby transfers 100% of the FGP Assets to FAFI in exchange for the FAFI LP Interests and (b) the Activist Fund GP, on behalf of FAFI, hereby accepts the Transfer as a contribution in kind by the FGP Master Fund to FAFI and issues the FAFI LP Interests to FGP Master Fund.

2. Distribution of FAFI LP Interests; Admission as Limited Partner. Immediately following the Transfer described in Section 1, (a) the FGP General Partner, in its capacity as general partner of the FGP Master Fund, hereby causes FGP Master Fund to distribute in kind to each of the FGP General Partner, FGP and FGP QP its respective pro rata share of the FAFI LP Interests pursuant to Section 3.13(a) of the FGP Master Fund LPA, in each case based on its based on its Participation Percentage as of the date hereof calculated after giving effect to the Performance Allocation and the final withdrawal of Fundamental Global Partners Offshore Fund, Ltd., (b) the Activist Fund GP hereby consents to the transfer of the FAFI LP Interests via a distribution in kind to each of the FGP General Partner, FGP and FGP QP as described in clause (a) and to admit each of the FGP General Partner, FGP and FGP QP as Limited Partners (as defined in the Activist Fund LPA) in FAFI, (c) the FGP General Partner, in its capacity as general partner of the FGP Master Fund, hereby consents to such distributions and to the withdrawal of each of FGP and FGP QP as a Limited Partner in the FGP Master Fund as a result of such distributions and (d) FGP and FGP QP hereby accept the foregoing distributions and acknowledge that they have withdrawn in full from the FGP Master Fund.

3. Additional Consents and Waivers. To the extent necessary or desirable, each of the undersigned consents to, and waives any notice period requirement or other restrictions in connection with, the transfers, distributions and contributions described in Section 1 and Section 2.

4. FGP and FGP QP Representations. Each of the FGP General Partner, FGP and FGP QP, by its signature below, hereby represents, warrants and covenants that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and a “qualified client” as such term is defined under the Investment Advisers Act of 1940, as amended. Each of the FGP General Partner, FGP and FGP QP agrees to notify the Activist Fund GP promptly if there is any change with respect to any of the foregoing information or representations and to provide the Activist Fund GP with such further information as the Activist Fund GP may reasonably require.

5. Power of Attorney. Each of the FGP General Partner, FGP and FGP QP hereby appoints the Activist Fund GP, acting through any of the Activist Fund GP’s authorized partners, members or officers, as its true and lawful attorney-in-fact with full power of substitution and re-substitution, to have full power and authority to act in its name, place and stead and on its behalf to make, execute, sign, acknowledge, swear to, verify, deliver, record, file or publish all such instruments, documents and certificates that the Activist Fund GP considers necessary to or appropriate or advisable for the operation of FAFI as contemplated in the Activist Fund LPA (the “Power of Attorney”). The Power of Attorney granted hereby is a special power of attorney coupled with an interest and shall be irrevocable to the fullest extent permitted by law. Pursuant to Section 17-204(c) of the Act (as defined in the Activist Fund LPA), the Power of Attorney granted hereby is a special power of attorney coupled with an interest sufficient in law to support an irrevocable power and shall be irrevocable to the fullest extent permitted by law and shall survive and not be affected by the subsequent death, disability, dissolution, termination or bankruptcy of FGP or FGP QP, as applicable, and shall extend to their respective successors, assigns and legal representatives.

6. Miscellaneous.

(a) Amendments. This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties.

(b) Assignment; Successors. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(c) Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

(d) Further Assurances. Each of the parties will use commercially reasonable efforts to take, or cause to be taken, all action necessary, proper or advisable (including, without limitation, executing and delivering further documents, certificates, amendments and other instruments) to consummate and make effective the transactions contemplated hereby.

(e) Counterparts; Electronic Delivery. This Agreement may be executed by facsimile or other electronic transmission (including in PDF signature) in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same document. Transmission by facsimile or other electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. Each fully executed counterpart of this Agreement shall be deemed to be a duplicate original.

(f) Headings. The headings of the sections of this Agreement are for convenience of reference only, and are not to be considered in construing the terms and provisions of this Agreement.

(g) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

(h) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction such that the invalid, illegal, or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable, so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto.

(i) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications, and understandings and all prior and contemporaneous oral agreements, arrangements, communications, and understandings, among the parties with respect to the subject matter hereof.

(j) Dissolution of FGP Master Fund. It is understood and agreed that FGP Master Fund shall be dissolved, liquidated and terminated as soon as practicable following the Effective Date, and each of the FGP General Partner, FGP and FGP QP hereby agree to pay its pro rata share (based on its Partnership Percentage as of the date hereof calculated after giving effect to the Performance Allocation and the final withdrawal of Fundamental Global Partners Offshore Fund, Ltd.) of the costs and expenses associated with such dissolution, liquidation and termination.

[remainder of page intentionally left blank — signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, L.P. By: FG Partners GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL ACTIVIST FUND I, LP
By: Fundamental Activist Fund I GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL GLOBAL PARTNERS, LP
By:		Fundamental Global Partners GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL GLOBAL PARTNERS QP, L.P.
By:		FG Partners GP, LLC, its general partner

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FG PARTNERS GP, LLC

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

FUNDAMENTAL ACTIVIST FUND I GP, LLC

By:		/s/ D. Kyle Cerminara
		D. Kyle Cerminara, Manager

EX-99.2 3 d336131dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of FG Financial Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 14th day of July, 2022.

FUNDAMENTAL GLOBAL GP, LLC

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer

FUNDAMENTAL ACTIVIST FUND I, LP

by Fundamental Activist Fund I GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

FGI 1347 HOLDINGS, LP

by FGI 1347 GP, LLC, its general partner

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Manager

BALLANTYNE STRONG, INC

/s/ Mark D. Roberson

Mark D. Roberson

Chief Executive Officer

D. KYLE CERMINARA

/s/ D. Kyle Cerminara

EX-99.3 4 d336131dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Fundamental Global^® purchases additional shares of FG Financial Group, Inc. (Nasdaq:FGF)

•

Continues to simplify its organizational structure

MOORESVILLE, NC / July 14, 2022 / Fundamental Global^®, a private partnership focused on long-term strategic holdings, filed an amendment to its Schedule 13D today, to reflect the recent purchases of 632,911 shares of common stock of FG Financial Group, Inc. (“FGF”), which were previously reported in its Form 4 filings, and which can be viewed here. Following these transactions, Fundamental Global and its affiliates, including Ballantyne Strong, Inc. (NYSE American:BTN), collectively hold approximately 58.5% of FGF’s common stock.

In addition to the recent purchases of FGF, Fundamental Global highlighted several other events that change the way its ownership is reported, as follows:

•

In December 2020, Fundamental Global divested its 50% ownership interest in CWA Asset Management Group, LLC d/b/a Capital Wealth Advisors. Any shares of FGF that were previously reported as being held in CWA client accounts, have now been removed from Fundamental Global’s filings going forward.

•

In July 2021, Fundamental Global dissolved the FGI Global Asset Allocation Fund Ltd, and in August 2021, Fundamental Global assigned management authority for (i) the Fundamental Global Capital Appreciation Fund LP, and (ii) the FGI Global Asset Allocation Master Fund LP, and the CWA FGI Special Opportunities Fund LP, to EverStar Asset Management LLC and to CW Institutional LLC, respectively. As a result, any shares of FGF that were previously reported as being held by any of these entities, have now been removed from Fundamental Global’s filings going forward.

•

Also in August 2021, Fundamental Global Investors LLC assigned management authority for its other entities to Fundamental Global GP LLC. As a result, Fundamental Global Investors LLC has been removed from Fundamental Global’s filings going forward.

•

In December 2021, Fundamental Global Partners Master Fund LP contributed all of its holdings to Fundamental Activist Fund I LP, and Fundamental Global began the process of dissolving the master fund and its offshore feeder. As a result, any shares of FGF that were previously reported as being held by the master fund, are now reported as being held by Fundamental Activist Fund I LP going forward.

Fundamental Global CEO and FG Financial Group Chairman, D. Kyle Cerminara, commented, “We are pleased with our recent purchase of FGF, and we consider it to be one of Fundamental Global’s long-term strategic holdings. Furthermore, we are working diligently to eliminate unnecessary distractions that not only help simplify our organizational structure, but that also allow us to focus on our best opportunities.”

Fundamental Global^®

Fundamental Global^® is a private partnership focused on long-term strategic holdings. Fundamental Global^® was co-founded by former T. Rowe Price, Point72 and Tiger Cub portfolio manager Kyle Cerminara and former Chairman and CEO of TD Ameritrade, Joe Moglia. Its current holdings include FG Financial Group Inc. (Nasdaq:FGF,FGFPP), Ballantyne Strong Inc. (NYSE American:BTN), BK Technologies Corp (NYSE American:BKTI), GreenFirst Forest Products, Inc. (TSX:GFP), FG Merger Corp. (Nasdaq:FGMC), FG Acquisition Corp. (TSX:FGAA), OppFi Inc. (NYSE:OPFI), and Hagerty Inc. (NYSE:HGTY).

CONTACT:

Kyle Cerminara, Chief Executive Officer

SOURCE: Fundamental Global