Michael C. Mitchell - Feb 29, 2024 Form 4 Insider Report for FG Group Holdings Inc. (FGH)

Role: Director
Signature: /s/ Michael C. Mitchell
Stock symbol: FGH
Transactions as of: Feb 29, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/1/2024, 05:06 PM
Previous filing: Jul 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FGH	Common Stock	Disposed to Issuer		-66.8K	-100%		0	Feb 29, 2024	Direct	F1, F2
transaction	FGH	Common Stock	Disposed to Issuer		-20.8K	-100%		0	Feb 29, 2024	Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael C. Mitchell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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	Restricted Share Units (RSUs) granted as non-employee director compensation pursuant to the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock 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. Each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms, as were applicable to such Company RSU immediately prior to the Effective Time.