0001493152-24-008592.txt : 20240301
0001493152-24-008592.hdr.sgml : 20240301
20240301171858
ACCESSION NUMBER: 0001493152-24-008592
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240229
FILED AS OF DATE: 20240301
DATE AS OF CHANGE: 20240301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mitchell Michael C
CENTRAL INDEX KEY: 0001887900
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 24711623
MAIL ADDRESS:
STREET 1: C/O BALLANTYNE STRONG, INC.
STREET 2: 4201 CONGRESS STREET, SUITE 175
CITY: CHARLOTTE
STATE: NC
ZIP: 28209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fundamental Global Inc.
CENTRAL INDEX KEY: 0001591890
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 461119100
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 104 S. WALNUT STREET
STREET 2: UNIT 1A
CITY: ITASCA
STATE: IL
ZIP: 60143
BUSINESS PHONE: (847)-773-1665
MAIL ADDRESS:
STREET 1: 104 S. WALNUT STREET
STREET 2: UNIT 1A
CITY: ITASCA
STATE: IL
ZIP: 60143
FORMER COMPANY:
FORMER CONFORMED NAME: FG Financial Group, Inc.
DATE OF NAME CHANGE: 20201214
FORMER COMPANY:
FORMER CONFORMED NAME: 1347 Property Insurance Holdings, Inc.
DATE OF NAME CHANGE: 20131113
4
1
ownership.xml
X0508
4
2024-02-29
0
0001591890
Fundamental Global Inc.
FGF
0001887900
Mitchell Michael C
C/O FUNDAMENTAL GLOBAL INC.
108 GATEWAY BLVD., SUITE 204
MOORESVILLE
NC
28117
1
0
0
0
0
Common Stock
2024-02-29
4
A
0
66777
A
286095
D
Common Stock
2024-02-29
4
A
0
20833
A
306928
D
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
3064
D
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.
Received in the Merger in exchange for an equal number of shares of Company Common Stock.
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.
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.
/s/ Michael C. Mitchell
2024-03-01