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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 4/16/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1591890 |
| Issuer Name: Fundamental Global Inc. |
| Issuer Trading Symbol: FGF |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1409891 |
| | Owner Name: SWETS LARRY G JR |
| Reporting Owner Address: |
| | Owner Street 1: C/O FUNDAMENTAL GLOBAL INC. |
| | Owner Street 2: 108 GATEWAY BLVD., SUITE 204 |
| | Owner City: MOORESVILLE |
| | Owner State: NC |
| | Owner ZIP Code: 28117 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Head of Merchant Banking |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/16/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,527 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 1.4999 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 521,542 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 537,069 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: 8.00% Cumulative Preferred Stock, Series A, $25.00 par value |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 10,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock option |
| | Conversion or Exercise Price: |
| | | Value: 3.38 |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Value: 1/11/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 130,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 130,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Shares were purchased within the Fundamental Global, Inc. Employee Share Purchase Plan. |
| Footnote - F2: 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. |
| Footnote - F3: Received in the Merger in exchange for an equal number of shares of Company Common Stock. |
| Footnote - F4: Includes (i) 7,722 RSUs granted on August 13, 2019 under the 2018 Equity Incentive Plan as director compensation (of which 6,178 have vested to date), (ii) 370,000 RSUs granted on February 17, 2023 under the 2021 Equity Incentive Plan (of which 370,000 have vested to date, but 94,054 withheld from the vested RSU for taxes) pursuant to Equity Award Letter Agreement dated January 18, 2021, and (iii) 130,000 RSU granted on February 17, 2023 under the 2021 Equity Incentive Plan (of which 86,667 have vested to date, but 25,659 withheld from the vested RSU for taxes ) for performance related to fiscal year 2022. Each RSU represents a contingent right to receive one share of Parent Common Stock. |
| Footnote - F5: Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") 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. |
| Footnote - F6: The Parent RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date. |
| Footnote - F7: The stock options become vested and fully exercisable in 20% increments on each anniversary of the grant date, provided that Mr. Swets remains in the continuous service of the Issuer through each applicable vesting date and that the Issuer's book value per share has increased by 15% or more as compared to the Issuer's book value per share as of the fiscal year end prior. |
| Owner Signature: |
| Signature Name: /s/ Larry G. Swets, Jr. |
| Signature Date: 4/17/24 |
