February 29, 2024 · Form 4 insider transaction
Cerminara Kyle sold 5,137,953 shares of FGH, a transaction worth N/A. The trade was recorded as disposition to the issuer and disclosed on an SEC Form 4, filed 1 day after the transaction.
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"), including Ballantyne Strong Holdings, LLC ("BTN Holdings"), and Fundamental Global Holdings, LP ("FGHP"), beneficially owned in the aggregate 5,137,953 shares of Company Common Stock immediately prior to the Effective Time. FGGP may be deemed to be a beneficial owner of the shares of Company Common Stock that are directly owned by BTN Holdings and FGHP. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Company Common Stock that are directly owned by BTN Holdings and FGHP. Mr. Cerminara disclaims beneficial ownership of the shares referred to herein except to the extent of his pecuniary interest therein.