Kyle Cerminara - 17 Dec 2021 Form 4 Insider Report for FG Financial Group, Inc. (FGF)

Role: Director, 10%+ Owner
Signature: /s/ Kyle Cerminara
Issuer symbol: FGF
Transactions as of: 17 Dec 2021
Net transactions value: $0
Form type: 4
Filing time: 21 Dec 2021, 15:06:08 UTC
Previous filing: 25 Aug 2021
Next filing: 25 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FGF	Common Stock	Award	$0	+14,492	+45%	$0.000000	46,641	17 Dec 2021	Direct	F1, F2
holding	FGF	Common Stock						1,638,409	17 Dec 2021	Ballantyne Strong, Inc.	F3, F6
holding	FGF	Common Stock						788,199	17 Dec 2021	Fundamental Activist Fund I, LP	F3, F6
holding	FGF	Common Stock						628,875	17 Dec 2021	Fundamental Global Partners Master Fund, LP	F3, F6
holding	FGF	Common Stock						477,282	17 Dec 2021	FGI 1347 Holdings, LP	F3, F4, F6
holding	FGF	8.00% Cumulative Preferred Stock, Series A, $25.00 par value						8,973	17 Dec 2021	Fundamental Global Partners Master Fund, LP	F5, F6

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	17 Dec 2021	Common Stock	50,000	$6.00	Fundamental Global Partners Master Fund, LP	F7
holding	FGF	Call Options (right to buy)						50,000	17 Dec 2021	Common Stock	50,000	$6.00	Fundamental Activist Fund I, LP	F7

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal installments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.
F2	Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, 13,592 RSUs which have previously vested to date as well as 29,716 unvested RSUs which have yet to vest to Mr. Cerminara. The RSUs had been previously granted under the Company's Amended and Restated 2014 Equity Incentive Plan, the Company's 2018 Equity Incentive Plan and the Company's 2021 Equity Incentive Plan as director compensation.Each RSU represents a contingent right to receive one share of common stock of the Company.
F3	Mr. Cerminara beneficially owns in the aggregate 3,632,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 55.9% of the Company's outstanding shares of Common Stock. Fundamental Global GP, LLC, for which Mr. Cerminara is chief executive officer, 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").
F4	BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.
F5	Mr. Cerminara beneficially owns in the aggregate 8,973 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.
F6	Due to his positions with Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner 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 position 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. Mr. Cerminara disclaims beneficial ownership of these shares.
F7	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.