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