0001144204-18-016968.txt : 20180326
0001144204-18-016968.hdr.sgml : 20180326
20180326185116
ACCESSION NUMBER: 0001144204-18-016968
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180326
FILED AS OF DATE: 20180326
DATE AS OF CHANGE: 20180326
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: 18713793
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: MOGLIA JOSEPH H
CENTRAL INDEX KEY: 0001187586
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 18713791
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: 18713792
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: RELM WIRELESS CORP
CENTRAL INDEX KEY: 0000002186
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1209
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36366
FILM NUMBER: 18713794
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: 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: 18713795
BUSINESS ADDRESS:
STREET 1: 11422 MIRACLE HILLS DRIVE
STREET 2: SUITE 300
CITY: OMAHA
STATE: NE
ZIP: 68154
BUSINESS PHONE: 4024534444
MAIL ADDRESS:
STREET 1: 11422 MIRACLE HILLS DRIVE
STREET 2: SUITE 300
CITY: OMAHA
STATE: NE
ZIP: 68154
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: 18713796
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: 1511 N. WESTSHORE BLVD., SUITE 870
CITY: TAMPA
STATE: FL
ZIP: 33607
BUSINESS PHONE: 877-864-4934
MAIL ADDRESS:
STREET 1: 1511 N. WESTSHORE BLVD
STREET 2: SUITE 870
CITY: TAMPA
STATE: FL
ZIP: 33607
4
1
tv489534_form4.xml
FORM 4
X0306
4
2018-03-26
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.
11422 MIRACLE HILLS DRIVE
SUITE 300
OMAHA
NE
68154
1
0
1
0
0000002186
RELM WIRELESS CORP
7100 TECHNOLOGY DRIVE
WEST MELBOURNE
FL
32904
0
0
0
1
Group Member
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
1
0
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
2018-03-26
4
P
0
2940
25.00
A
34620
I
Fundamental Global Partners Master Fund, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
2018-03-26
4
P
0
44
25.00
A
44
I
D. Kyle Cerminara
Common Stock, $0.001 par value
700687
I
Fundamental Activist Fund I, LP
Common Stock, $0.001 par value
424572
I
FGI 1347 Holdings, LP
Common Stock, $0.001 par value
403156
I
Fundamental Global Partners Master Fund, 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.
The shares of 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share (the "Preferred Stock"), were purchased at the public offering price as part of the Company's underwritten public offering of Preferred Stock. The Preferred Stock is non-voting and non-convertible. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 57,060 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.
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.
The Reporting Persons beneficially own in the aggregate 2,576,652 shares of Common Stock, which represent approximately 43.1% 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").
RELM Wireless Corporation ("RWC") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of RWC and Mr. Johnson is also a director of RWC.
In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 63,898 shares of Common Stock for the accounts of individual investors, which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 3,333 shares of Common Stock and restricted stock units representing the right to receive 6,666 shares of Common Stock.
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.
FUNDAMENTAL GLOBAL INVESTORS, LLC, /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager
2018-03-26
BALLANTYNE STRONG, INC., /s/ D. Kyle Cerminara, Chief Executive Officer
2018-03-26
RELM WIRELESS CORPORATION /s/ William P. Kelly, Executive Vice President and Chief Financial Officer
2018-03-26
/s/ D. Kyle Cerminara
2018-03-26
/s/ Lewis M. Johnson
2018-03-26
/s/ Joseph H. Moglia
2018-03-26