0001493152-24-008548.txt : 20240301
0001493152-24-008548.hdr.sgml : 20240301
20240301170622
ACCESSION NUMBER: 0001493152-24-008548
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: 24711391
MAIL ADDRESS:
STREET 1: C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
STREET 2: 108 GATEWAY BLVD., SUITE 204
CITY: MOORESVILLE
STATE: NC
ZIP: 28117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOGLIA JOSEPH H
CENTRAL INDEX KEY: 0001187586
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13906
FILM NUMBER: 24711390
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: Ballantyne Strong Holdings, LLC
CENTRAL INDEX KEY: 0001956315
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13906
FILM NUMBER: 24711389
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: Fundamental Global GP, LLC
CENTRAL INDEX KEY: 0001878780
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13906
FILM NUMBER: 24711392
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
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
0001878780
Fundamental Global GP, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE
NC
28117
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
0001956315
Ballantyne Strong Holdings, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE
NC
28117
0
0
1
0
0
Common Stock
2024-02-29
4
D
0
4284334
D
0
I
BALLANTYNE STRONG HOLDINGS, LLC
Common Stock
2024-02-29
4
D
0
853619
D
0
I
FUNDAMENTAL GLOBAL HOLDINGS, LP
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") beneficially own in the aggregate 5,137,953 shares of Common Stock. FGGP may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Ballantyne Strong Holdings, LLC ("BTN Holdings") and Fundamental Global Holdings, LP ("FGHP").
Due to their positions with FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN Holdings and FGHP. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
Mr. Moglia and Mr. Cerminara each also hold additional shares of Common Stock.
FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER
2024-03-01
BALLANTYNE STRONG HOLDINGS, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER OF FUNDAMENTAL GLOBAL GP, LLC
2024-03-01
/S/ D. KYLE CERMINARA
2024-03-01
/S/ JOSEPH H. MOGLIA
2024-03-01