0000899243-21-047627.txt : 20211209
0000899243-21-047627.hdr.sgml : 20211209
20211209210106
ACCESSION NUMBER: 0000899243-21-047627
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211129
FILED AS OF DATE: 20211209
DATE AS OF CHANGE: 20211209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BK Technologies Corp
CENTRAL INDEX KEY: 0000002186
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 211483417
BUSINESS ADDRESS:
STREET 1: 7100 TECHNOLOGY DRIVE
CITY: WEST MELBOURNE
STATE: FL
ZIP: 32904
BUSINESS PHONE: 321-984-1414
MAIL ADDRESS:
STREET 1: 7100 TECHNOLOGY DRIVE
CITY: WEST MELBOURNE
STATE: FL
ZIP: 32904
FORMER NAME:
FORMER CONFORMED NAME: BK Technologies, Inc.
DATE OF NAME CHANGE: 20180604
FORMER NAME:
FORMER CONFORMED NAME: RELM WIRELESS CORP
DATE OF NAME CHANGE: 19980129
FORMER NAME:
FORMER CONFORMED NAME: ADAGE INC
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BALLANTYNE STRONG, INC.
CENTRAL INDEX KEY: 0000946454
STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 211483414
BUSINESS ADDRESS:
STREET 1: 4201 CONGRESS STREET
STREET 2: SUITE 175
CITY: CHARLOTTE
STATE: NC
ZIP: 28209
BUSINESS PHONE: (704) 994-8279
MAIL ADDRESS:
STREET 1: 4201 CONGRESS STREET
STREET 2: SUITE 175
CITY: CHARLOTTE
STATE: NC
ZIP: 28209
FORMER NAME:
FORMER CONFORMED NAME: BALLANTYNE OF OMAHA INC
DATE OF NAME CHANGE: 19950608
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fundamental Global GP, LLC
CENTRAL INDEX KEY: 0001878780
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 211483418
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOGLIA JOSEPH H
CENTRAL INDEX KEY: 0001187586
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 211483415
MAIL ADDRESS:
STREET 1: AMERITRADE HOLDING CORP
STREET 2: 4211 S 102ND ST
CITY: OMAHA
STATE: NE
ZIP: 68127
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cerminara Kyle
CENTRAL INDEX KEY: 0001619991
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 211483416
MAIL ADDRESS:
STREET 1: C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
STREET 2: 108 GATEWAY BLVD., SUITE 204
CITY: MOORESVILLE
STATE: NC
ZIP: 28117
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 360 CENTRAL AVE
STREET 2: SUITE 800
CITY: ST. PETERSBURG
STATE: FL
ZIP: 33701
BUSINESS PHONE: 727-304-5666
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-11-29
0
0001591890
FG Financial Group, Inc.
FGF
0001878780
Fundamental Global GP, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE
NC
28117
0
0
1
0
0000002186
BK Technologies Corp
7100 TECHNOLOGY DRIVE
WEST MELBOURNE
FL
32904
0
0
1
0
0001619991
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE
NC
28117
1
0
1
0
0001187586
MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE
NC
28117
0
0
1
0
0000946454
BALLANTYNE STRONG, INC.
4201 CONGRESS STREET SUITE 175
CHARLOTTE
NC
28209
0
0
1
0
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
2021-12-07
4
S
0
2003
25.00
D
16976
I
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
2021-12-08
4
S
0
7618
24.73
D
9358
I
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE
2021-11-29
4
O
0
600000
4.00
A
1638409
I
BALLANTYNE STRONG, INC.
COMMON STOCK, PAR VALUE $0.01 PER SHARE
788199
I
FUNDAMENTAL ACTIVIST FUND I, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE
628875
I
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
COMMON STOCK, PAR VALUE $0.01 PER SHARE
477282
I
FGI 1347 HOLDINGS, LP
CALL OPTION (RIGHT TO BUY)
6.00
2020-04-16
2022-04-16
COMMON STOCK
50000
50000
I
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP
CALL OPTION (RIGHT TO BUY)
6.00
2020-04-16
2022-04-16
COMMON STOCK
50000
50000
I
FUNDAMENTAL ACTIVIST FUND I, LP
SUBSCRIPTION RIGHTS (RIGHT TO BUY)
4.00
2021-11-29
4
O
0
600000
0.00
D
2021-10-29
2021-11-29
COMMON STOCK
600000
0
I
BALLANTYNE STRONG, INC.
The Reporting Persons beneficially own in the aggregate 3,632,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 55.9% of the Company's outstanding shares of Common Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners Master Fund, LP ("FGPM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 15,592 shares of Common Stock and restricted stock units representing the right to receive 16,557 shares of Common Stock upon vesting.
BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.
The Reporting Persons beneficially own in the aggregate 9,358 shares of Preferred Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.
Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by BTN. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.65 to $24.82, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Preferred Stock sold at each separate price within the range set forth above.
As previously reported in its Form 8-K filed on December 3, 2021, 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.
FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER
2021-12-09
BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER
2021-12-09
BK TECHNOLOGIES CORPORATION /S/ WILLIAM P. KELLY, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
2021-12-09
/S/ D. KYLE CERMINARA
2021-12-09
/S/ JOSEPH H. MOGLIA
2021-12-09