0001104659-20-047735.txt : 20200416
0001104659-20-047735.hdr.sgml : 20200416
20200416181438
ACCESSION NUMBER: 0001104659-20-047735
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200416
FILED AS OF DATE: 20200416
DATE AS OF CHANGE: 20200416
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: 20797330
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: Johnson Lewis M
CENTRAL INDEX KEY: 0001619951
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 20797331
MAIL ADDRESS:
STREET 1: C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
STREET 2: 4201 CONGRESS STREET, SUITE 140
CITY: CHARLOTTE
STATE: NC
ZIP: 28209
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: 20797332
MAIL ADDRESS:
STREET 1: C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
STREET 2: 4201 CONGRESS STREET, SUITE 140
CITY: CHARLOTTE
STATE: NC
ZIP: 28209
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: 20797333
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: 20797334
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 Investors, LLC
CENTRAL INDEX KEY: 0001591508
STATE OF INCORPORATION: NC
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 20797335
BUSINESS ADDRESS:
STREET 1: 4201 CONGRESS STREET, SUITE 140
CITY: CHARLOTTE
STATE: NC
ZIP: 28209
BUSINESS PHONE: 704-323-6851
MAIL ADDRESS:
STREET 1: 4201 CONGRESS STREET, SUITE 140
CITY: CHARLOTTE
STATE: NC
ZIP: 28209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: 1347 Property Insurance Holdings, Inc.
CENTRAL INDEX KEY: 0001591890
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 461119100
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 970 LAKE CARILLON DR.
STREET 2: SUITE 314
CITY: ST. PETERSBURG
STATE: FL
ZIP: 33716
BUSINESS PHONE: (813) 579-6213
MAIL ADDRESS:
STREET 1: 970 LAKE CARILLON DR.
STREET 2: SUITE 314
CITY: ST. PETERSBURG
STATE: FL
ZIP: 33716
4
1
tm2016040-1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-04-16
0
0001591890
1347 Property Insurance Holdings, Inc.
PIH
0001591508
Fundamental Global Investors, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE
NC
28209
1
0
1
0
0000946454
BALLANTYNE STRONG, INC.
4201 CONGRESS STREET, SUITE 175
CHARLOTTE
NC
28209
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 INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE
NC
28209
1
0
1
0
0001619951
Johnson Lewis M
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE
NC
28209
1
0
1
0
0001187586
MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE
NC
28209
0
0
0
1
Group Member
Common Stock, $0.001 par value
2020-04-16
4
P
0
50000
4.75
A
500656
I
Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 par value
2020-04-16
4
P
0
50000
4.75
A
788187
I
Fundamental Activist Fund I, LP
Common Stock, $0.001 par value
2020-04-16
4
P
0
32000
4.75
A
532656
I
Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 par value
2020-04-16
4
P
0
15012
4.7499
A
547668
I
Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 par value
2020-04-16
4
P
0
12
4.7499
A
788199
I
Fundamental Activist Fund I, LP
Common Stock, $0.001 par value
477282
I
FGI 1347 Holdings, LP
Common Stock, $0.001 par value
5296
I
FGI Global Asset Allocation Fund, Ltd.
Common Stock, $0.001 par value
4532
I
FGI Global Asset Allocation Master Fund, LP
Common Stock, $0.001 par value
1038409
I
Ballantyne Strong, Inc.
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
34620
I
Fundamental Global Partners Master Fund, LP
Call Option (Right to Buy)
6.00
2020-04-16
4
P
0
50000
1.00
A
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
4
P
0
50000
1.00
A
2020-04-16
2022-04-16
Common Stock
50000
50000
I
Fundamental Activist Fund I, LP
The Reporting Persons beneficially own in the aggregate 2,961,386 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 48.8% of the Company's outstanding shares of Common Stock. Fundamental Global Investors, 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"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"), FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN").
In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 69,710 shares of Common Stock for the accounts of individual investors (excluding shares held in CWA accounts for other Reporting Persons, which are separately reported on this form), which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 7,141 shares of Common Stock and restricted stock units representing the right to receive 16,294 shares of Common Stock upon vesting. In addition, Mr. Moglia holds 16,216 shares of Common Stock through trusts.
BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of BKTI and Mr. Johnson is Co-Chairman of the Board of Directors of BKTI.
The Reporting Persons beneficially own in the aggregate 34,620 shares of Preferred Stock, which represent approximately 4.9% of the outstanding shares of Preferred Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 53,665 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.
Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FGAA, FGGM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to their positions with BTN, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be beneficial owners 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 shares of Common Stock acquired by Fundamental Global Investors, LLC, on behalf of the funds managed by it, from Fund Management Group LLC ("FMG"), in a privately negotiated transaction, pursuant to a Purchase Agreement, dated as of April 16, 2020, between FMG and Fundamental Global Investors, LLC (the "Purchase Agreement"). The aggregate purchase price for the 100,000 total shares acquired pursuant to the Purchase Agreement was $475,000.
Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share, acquired by Fundamental Global Investors, LLC, on behalf of the funds managed by it, from FMG pursuant to the Purchase Agreement. The shares subject to the call option may be acquired at any time during the two-year period beginning on the date of the Purchase Agreement, ending at 5:00 p.m. Eastern time on April 16, 2022.The aggregate purchase price for the call option acquired pursuant to the Purchase Agreement was $100,000.
The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.70 and $4.75 per share. 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 purchased at each separate price.
FUNDAMENTAL GLOBAL INVESTORS, LLC /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager
2020-04-16
BALLANTYNE STRONG, INC. /s/ Mark D. Roberson, Chief Executive Officer
2020-04-16
BK TECHNOLOGIES CORPORATION /s/ William P. Kelly, Executive Vice President and Chief Financial Officer
2020-04-16
/s/ D. Kyle Cerminara
2020-04-16
/s/ Lewis M. Johnson
2020-04-16
/s/ Joseph H. Moglia
2020-04-16