SEC FORM 4

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cerminara Kyle

(Last)

(First)

(Middle)

C/O FUNDAMENTAL GLOBAL INC.

108 GATEWAY BLVD., SUITE 204

(Street)

MOORESVILLE

28117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fundamental Global Inc. [ FGF ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/29/2024		A		375,123	A	⁽¹⁾⁽²⁾	871,428⁽³⁾	D
Common Stock	02/29/2024		A		7,540	A	⁽¹⁾⁽²⁾	7,540	I	By 401(k) Plan
Common Stock	02/29/2024		A		11,220	A	⁽¹⁾⁽²⁾	11,220	I	By Spouse
Common Stock	02/29/2024		A		4,220	A	⁽¹⁾⁽²⁾	4,220	I	By Minor Children
Common Stock	02/29/2024		A		26,041	A	⁽¹⁾⁽⁴⁾⁽⁵⁾	897,469	D
Common Stock								2,911,183⁽¹⁾⁽⁶⁾⁽⁷⁾	I	FG Financial Holdings, LLC
Common Stock	02/29/2024		A		4,284,334	A	⁽¹⁾⁽²⁾	4,284,334⁽⁷⁾	I	By Ballantyne Strong Holdings, LLC
Common Stock	02/29/2024		A		853,619	A	⁽¹⁾⁽²⁾	853,619⁽⁷⁾	I	By Fundamental Global Holdings, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value								56,131⁽⁷⁾	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value								44⁽⁸⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option	$4.7	02/29/2024		A		50,000		⁽⁹⁾⁽¹⁰⁾	01/26/2028	Common Stock	50,000	⁽⁹⁾⁽¹⁰⁾	50,000	D
Stock option	$2.89	02/29/2024		A		30,000		⁽⁹⁾⁽¹¹⁾	06/06/2029	Common Stock	30,000	⁽⁹⁾⁽¹¹⁾	30,000	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" or "Common Stock") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement.

2. Received in the Merger in exchange for an equal number of shares of Company Common Stock.

3. Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, the remaining 1,544 RSUs granted on August 13, 2019 as director compensation (also includes the 6,178 RSUs that have vested), the remaining 3,485 RSUs granted on August 12, 2020 as director compensation (also includes the 5,229 RSUs that have vested), and the remaining 11,594 RSUs granted on December 17, 2021, as director compensation (also includes the 2,898 RSUs that have vested), and the remaining 25,316 RSUs granted on August 19, 2022, as director compensation (also includes the 6,329 RSUs that have vested), and the remaining 43,333 RSUs granted on February 17, 2023 (also includes 86,667 RSUs that have vested but 25,125 of such RSUs were withheld for tax purposes), the remaining 36,764 RSUs granted on November 13, 2023 as director compensation and 350,000 RSUs granted on January 4, 2024 (of which 350,000 have vested but 101,465 were withheld for tax purposes).

4. Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") 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.

5. The Parent RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date.

6. FG Financial Holdings, LLC ("FGFH") held 5,666,111 shares of Parent Common Stock prior to the Effective Time. In connection with the Merger, 2,754,928 shares of Parent Common Stock held by FGFH (and beneficially owned by the Company) were retired.

7. The partnerships managed by FGGP including FGFH, Ballantyne Strong Holdings LLC ("BTN Holdings"), and Fundamental Global Holdings LP ("FGHP"), beneficially own in the aggregate 56,131 shares of Preferred Stock and 8,049,136 shares of Common Stock . FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. 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, BTN Holdings, and FGHP. Mr. Cerminara disclaims beneficial ownership of the shares of Preferred Stock and Common Stock beneficially owned by FGGP except to the extent of his pecuniary interest therein.

8. The securities are held directly by Mr. Cerminara in a joint account with his spouse.

9. Received in the Merger in exchange for Stock Options to purchase shares of Company Common Stock (a "Company Stock Option"). At the Effective Time, each Company Stock Option 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.

10. The Parent Stock Option provides for vesting in five equal annual installments on the first anniversary of the grant date, which was January 26, 2018, and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to the Parent Stock Option immediately prior to the Effective Time.

11. The Parent Stock Option provides for vesting in five equal annual installments on the first anniversary of the grant date, which was June 6, 2019, and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to the Parent Stock Option immediately prior to the Effective Time.

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