Fundamental Global GP, LLC - 03 Dec 2021 Form 4 Insider Report for FG Financial Group, Inc. (FGF)

Role: 10%+ Owner
Signature: FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER
Issuer symbol: FGF
Transactions as of: 03 Dec 2021
Net transactions value: -$92,475
Form type: 4
Filing time: 07 Dec 2021, 20:52:25 UTC
Previous filing: 09 Dec 2021
Next filing: 13 Dec 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FGF	8.00% Cumulative Preferred Stock, Series A, $25.00 par value	Sale	$33,850	-1,354	-6%	$25.00^*	21,324	03 Dec 2021	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP	F1, F4, F5
transaction	FGF	8.00% Cumulative Preferred Stock, Series A, $25.00 par value	Sale	$58,625	-2,345	-11%	$25.00^*	18,979	06 Dec 2021	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP	F4, F5
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						788,199	03 Dec 2021	FUNDAMENTAL ACTIVIST FUND I, LP	F2, F5
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						628,875	03 Dec 2021	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP	F2, F5
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						477,282	03 Dec 2021	FGI 1347 HOLDINGS, LP	F2, F3, F5
holding	FGF	COMMON STOCK, PAR VALUE $0.01 PER SHARE						1,038,409	03 Dec 2021	BALLANTYNE STRONG, INC.	F2, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	FGF	CALL OPTION (RIGHT TO BUY)						50,000	03 Dec 2021	COMMON STOCK	50,000	$6.00	FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP	F6
holding	FGF	CALL OPTION (RIGHT TO BUY)						50,000	03 Dec 2021	COMMON STOCK	50,000	$6.00	FUNDAMENTAL ACTIVIST FUND I, LP	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.25, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Preferred Stock sold at each separate price within the range set forth above.
F2	The Reporting Persons beneficially own in the aggregate 3,032,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 46.7% of the Company's outstanding shares of Common Stock. Fundamental Global GP, 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"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 15,592 shares of Common Stock and restricted stock units representing the right to receive 16,557 shares of Common Stock upon vesting.
F3	BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.
F4	The Reporting Persons beneficially own in the aggregate 18,979 shares of Preferred Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.
F5	Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner 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.
F6	Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022.