0001493152-24-008547.txt : 20240301
0001493152-24-008547.hdr.sgml : 20240301
20240301170619
ACCESSION NUMBER: 0001493152-24-008547
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: Cerminara Kyle
CENTRAL INDEX KEY: 0001619991
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13906
FILM NUMBER: 24711387
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 Group Holdings Inc.
CENTRAL INDEX KEY: 0000946454
STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 470587703
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
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 COMPANY:
FORMER CONFORMED NAME: BALLANTYNE STRONG, INC.
DATE OF NAME CHANGE: 20090611
FORMER COMPANY:
FORMER CONFORMED NAME: BALLANTYNE OF OMAHA INC
DATE OF NAME CHANGE: 19950608
4
1
ownership.xml
X0508
4
2024-02-29
1
0000946454
FG Group Holdings Inc.
FGH
0001619991
Cerminara Kyle
C/O FG GROUP HOLDINGS INC.
5960 FAIRVIEW ROAD, SUITE 275
CHARLOTTE
NC
28210
1
0
1
0
0
Common Stock
2024-02-29
4
D
0
375123
D
0
D
Common Stock
2024-02-29
4
D
0
7540
D
0
I
By 401(k) Plan
Common Stock
2024-02-29
4
D
0
11220
D
0
I
By Spouse
Common Stock
2024-02-29
4
D
0
4220
D
0
I
By Minor Children
Common Stock
2024-02-29
4
D
0
5137953
D
0
I
By Fundamental Global
Common Stock
2024-02-29
4
D
0
26041
D
0
D
Stock Options (Right to Buy)
4.7
2024-02-29
4
D
0
50000
D
2028-01-26
Common Stock
50000
0
D
Stock Options (Right to Buy)
2.89
2024-02-29
4
D
0
30000
D
2029-06-06
Common Stock
30000
0
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.
Disposed of pursuant to the Merger Agreement in exchange for a number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock owned as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
The partnerships managed by Fundamental Global GP, LLC ("FGGP"), including Ballantyne Strong Holdings, LLC ("BTN Holdings"), and Fundamental Global Holdings, LP ("FGHP"), beneficially owned in the aggregate 5,137,953 shares of Company Common Stock immediately prior to the Effective Time. FGGP may be deemed to be a beneficial owner of the shares of Company Common Stock that are directly owned by BTN Holdings and FGHP. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Company Common Stock that are directly owned by BTN Holdings and FGHP. Mr. Cerminara disclaims beneficial ownership of the shares referred to herein except to the extent of his pecuniary interest therein.
Restricted Share Units (RSUs) granted as non-employee director compensation pursuant to the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock 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. Each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms, as were applicable to such Company RSU immediately prior to the Effective Time.
Stock Options granted under the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each Stock Option to purchase shares of Company Common Stock (a "Company Stock Option") that was outstanding immediately prior to the Effective Time, was converted into a stock option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Stock Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, January 26, 2018, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time.
This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, June 6, 2019, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time.
/s/ D. Kyle Cerminara
2024-03-01