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BK Technologies Corp Director's Dealing 2020

Aug 18, 2020

33295_dirs_2020-08-17_282007d2-4b53-4685-b943-262ce1b05170.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 1347 Property Insurance Holdings, Inc. (PIH)
CIK: 0001591890
Period of Report: 2020-08-13

Reporting Person: Fundamental Global Investors, LLC (Director, 10% Owner)
Reporting Person: BALLANTYNE STRONG, INC. (10% Owner)
Reporting Person: BK Technologies Corp (10% Owner)
Reporting Person: Cerminara Kyle (Director, 10% Owner)
Reporting Person: Johnson Lewis M (Director, 10% Owner)
Reporting Person: MOGLIA JOSEPH H (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2020-08-13 Common Stock, $0.001 par value J 3000 $4.59 Acquired 3000 Indirect
2020-08-13 8.00% Cumulative Preferred Stock, Series A, $25.00 par value J 590 $24.98 Acquired 590 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $0.001 par value 628875 Indirect
Common Stock, $0.001 par value 788199 Indirect
Common Stock, $0.001 par value 477282 Indirect
Common Stock, $0.001 par value 5296 Indirect
Common Stock, $0.001 par value 4532 Indirect
Common Stock, $0.001 par value 1038409 Indirect
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 34620 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Call Option (Right to Buy) $6 2022-04-16 Common Stock (50000) 50000 Indirect
Call Option (Right to Buy) $6 2022-04-16 Common Stock (50000) 50000 Indirect

Footnotes

F1: The Reporting Persons beneficially own in the aggregate 3,045,593 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 50.2% of the Company's outstanding shares of Common Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners Master Fund, LP ("FGPM"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"), FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH"), Fundamental Global Capital Appreciation Fund, LP ("FGCA") and Ballantyne Strong, Inc. ("BTN").

F2: In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 61,250 shares of Common Stock for the accounts of individual investors (excluding shares held in CWA accounts for other Reporting Persons, which are separately reported on this form), which represent approximately 1.0% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 8,685 shares of Common Stock and restricted stock units representing the right to receive 23,464 shares of Common Stock upon vesting. In addition, Mr. Moglia holds 16,216 shares of Common Stock through trusts.

F3: BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of BKTI and Mr. Johnson is Co-Chairman of the Board of Directors of BKTI.

F4: The Reporting Persons beneficially own in the aggregate 35,210 shares of Preferred Stock, which represent approximately 5.0% of the outstanding shares of Preferred Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM and FGCA. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 32,697 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.

F5: Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FGAA, FGGM, FAFI, FGIH and FGCA and the shares of Preferred Stock disclosed as directly owned by FGPM and FGCA. Due to their positions with BTN, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.

F6: Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022.

F7: Represents contributions in-kind from customer accounts managed by CWA.