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Ballantyne Strong, Inc., et al. – ‘4’ for 9/15/22 re: FG Financial Group, Inc.

On:  Monday, 9/19/22, at 8:52pm ET   ·   For:  9/15/22   ·   As:  Director and 10% Owner   ·   Accession #:  899243-22-31544   ·   File #:  1-36366

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/19/22  Ballantyne Strong, Inc.           4          Dir.,%Own.  1:15K  FG Financial Group, Inc.          Donnelley Fin’l S… 06/FA
          Moglia Joseph H
          FG Financial Holdings, LLC
          Cerminara Kyle
          Fundamental Global GP, LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML     13K


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Form 4 Submission
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0306
Document Type:  4
Period of Report:  9/15/22
Not Subject to Section 16:  0
Issuer:
Issuer CIK:  1591890
Issuer Name:  FG Financial Group, Inc.
Issuer Trading Symbol:  FGF
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1878780
Owner Name:  Fundamental Global GP, LLC
Reporting Owner Address:
Owner Street 1:  108 GATEWAY BLVD., SUITE 204
Owner Street 2:
Owner City:  MOORESVILLE
Owner State:  NC
Owner ZIP Code:  28117
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1619991
Owner Name:  Cerminara Kyle
Reporting Owner Address:
Owner Street 1:  C/O FUNDAMENTAL GLOBAL GP, LLC
Owner Street 2:  108 GATEWAY BOULEVARD, SUITE 204
Owner City:  MOORESVILLE
Owner State:  NC
Owner ZIP Code:  28117
Owner State Description:
Reporting Owner Relationship:
Is Director?  Yes
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1187586
Owner Name:  MOGLIA JOSEPH H
Reporting Owner Address:
Owner Street 1:  C/O FUNDAMENTAL GLOBAL GP, LLC
Owner Street 2:  108 GATEWAY BOULEVARD, SUITE 204
Owner City:  MOORESVILLE
Owner State:  NC
Owner ZIP Code:  28117
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  946454
Owner Name:  BALLANTYNE STRONG, INC.
Reporting Owner Address:
Owner Street 1:  5960 FAIRVIEW ROAD, SUITE 275
Owner Street 2:
Owner City:  CHARLOTTE
Owner State:  NC
Owner ZIP Code:  28210
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1946735
Owner Name:  FG Financial Holdings, LLC
Reporting Owner Address:
Owner Street 1:  108 GATEWAY BLVD., SUITE 204
Owner Street 2:
Owner City:  MOORESVILLE
Owner State:  NC
Owner ZIP Code:  28117
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  8.00% Cumulative Preferred Stock, Series A, $25.00 par value
Transaction Date:
Value:  9/15/22
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  749
Transaction Price Per Share:
Value:  21.01
Footnote ID:  F1
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  37,214
Footnote ID:  F2
Footnote ID:  F3
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  FG Financial Holdings, LLC
Non-Derivative Transaction:
Security Title:
Value:  8.00% Cumulative Preferred Stock, Series A, $25.00 par value
Transaction Date:
Value:  9/15/22
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  8,917
Transaction Price Per Share:
Value:  21.87
Footnote ID:  F1
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  46,131
Footnote ID:  F2
Footnote ID:  F3
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  FG Financial Holdings, LLC
Non-Derivative Transaction:
Security Title:
Value:  COMMON STOCK, PAR VALUE $0.01 PER SHARE
Transaction Date:
Value:  9/15/22
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  P
Equity Swap Involved?  No
Transaction Timeliness:
Value:
Transaction Amounts:
Transaction Shares:
Value:  3,456
Transaction Price Per Share:
Value:  2.09
Footnote ID:  F4
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  5,619,111
Footnote ID:  F2
Footnote ID:  F3
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  FG Financial Holdings, LLC
Footnotes:
Footnote - F1:  The prices reported in Column 4 are weighted average prices. 749 shares were purchased in multiple transactions at prices ranging from $20.40 to $21.37, inclusive. 8,917 shares were purchased in multiple transactions at prices ranging from $21.42 to $22.40, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the ranges set forth above.
Footnote - F2:  Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the securities disclosed as directly owned by FG Financial Holdings, LLC ("FGFH"). Additionally, Mr. Cerminara holds 21,356 shares of Common Stock and restricted stock units representing the right to receive 56,930 shares of Common Stock upon vesting. Each of Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. owns membership interests in FGFH and may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH; however, each disclaims beneficial ownership of the securities referred to herein except to the extent of its pecuniary interest therein.
Footnote - F3:  Mr. Cerminara beneficially owns in the aggregate 5,640,467 shares of Common Stock, which represent approximately 60.3% of the Company's outstanding shares of Common Stock. The other Reporting Persons beneficially own in the aggregate 5,619,111 shares of Common Stock, which represent approximately 60.1% of the Company's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities referred to herein except to the extent of his or its pecuniary interest therein.
Footnote - F4:  The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.08 to $2.10, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth above.
Remarks:
Owner Signature:
Signature Name:  FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER
Signature Date:  9/19/22
Owner Signature:
Signature Name:  BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER
Signature Date:  9/19/22
Owner Signature:
Signature Name:  FG FINANCIAL HOLDINGS, LLC/S/ D. KYLE CERMINARA, MANAGER
Signature Date:  9/19/22
Owner Signature:
Signature Name:  FG FINANCIAL HOLDINGS, LLC /S/ RYAN R. K. TURNER, MANAGER
Signature Date:  9/19/22
Owner Signature:
Signature Name:  /S/ D. KYLE CERMINARA
Signature Date:  9/19/22
Owner Signature:
Signature Name:  /S/ JOSEPH H. MOGLIA
Signature Date:  9/19/22


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