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