Kyle Cerminara - Oct 13, 2023 Form 4 Insider Report for FG Financial Group, Inc. (FGF)

Signature
/s/ Kyle Cerminara
Stock symbol
FGF
Transactions as of
Oct 13, 2023
Transactions value $
$0
Form type
4
Date filed
10/31/2023, 05:10 PM
Previous filing
Jul 6, 2023
Next filing
Nov 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FGF Common Stock Award $0 +158K +240.17% $0.00 224K Oct 13, 2023 Direct F1, F2
holding FGF Common Stock 5.67M Oct 13, 2023 FG Financial Holdings, LLC F3
holding FGF 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 56.1K Oct 13, 2023 FG Financial Holdings, LLC F3
holding FGF 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 44 Oct 13, 2023 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes (i) 27,845 restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash. These RSUs vested on the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company, (ii) includes 130,000 RSUs granted on February 17, 2023, under the 2021 Equity Incentive Plan for performance related to fiscal year 2022. One third of these RSUs vested on the grant date and the remaining will vest annually over a 2-year period. 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, the remaining 1,544 RSUs granted on August 13, 2019 as director compensation (also includes the 6,178 RSUs that have vested to date), the remaining 3,485 RSUs granted on August 12, 2020 as director compensation (also includes the 5,229 RSUs that have vested to date), and the remaining 11,594 RSUs granted on December 17, 2021, as director compensation (also includes the 2,898 RSUs that have vested to date), and the remaining 25,316 RSUs granted on August 19, 2022, as director compensation (also includes the 6,329 RSUs that have vested to date), and the remaining 86,666 RSU granted on February 17, 2023 ( also includes 43,334 RSU that have vested to date but 12,563 of such RSUs were withheld by the Company for tax purposes).
F3 FG Financial Holdings, LLC ("FGFH"), which is managed by Fundamental Global GP, LLC ("FGGP"), beneficially owns in the aggregate 56,131 shares of Preferred Stock and 5,666,111 shares of Common Stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Messrs. D. Kyle Cerminara may be deemed to be beneficial owners of the securities disclosed as directly owned by FGFH.
F4 The securities are held directly by Mr. Cerminara in a joint account with his spouse.