| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FGH | Common Stock | Disposed to Issuer | -4.28M | -100% | 0 | Feb 29, 2024 | BALLANTYNE STRONG HOLDINGS, LLC | F1, F2, F3, F4, F5 | ||
| transaction | FGH | Common Stock | Disposed to Issuer | -854K | -100% | 0 | Feb 29, 2024 | FUNDAMENTAL GLOBAL HOLDINGS, LP | F1, F2, F3, F4, F5 |
Fundamental Global GP, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | The partnerships managed by Fundamental Global GP, LLC ("FGGP") beneficially own in the aggregate 5,137,953 shares of Common Stock. FGGP may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Ballantyne Strong Holdings, LLC ("BTN Holdings") and Fundamental Global Holdings, LP ("FGHP"). |
| F4 | Due to their positions with FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN Holdings and FGHP. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein. |
| F5 | Mr. Moglia and Mr. Cerminara each also hold additional shares of Common Stock. |