BK Technologies Corp — Director's Dealing 2020

Apr 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: 1347 Property Insurance Holdings, Inc. (PIH)
CIK: 0001591890
Period of Report: 2020-04-16

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 (Group Member)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-16	Common Stock, $0.001 par value	P	50000	$4.75	Acquired	500656	Indirect
2020-04-16	Common Stock, $0.001 par value	P	50000	$4.75	Acquired	788187	Indirect
2020-04-16	Common Stock, $0.001 par value	P	32000	$4.75	Acquired	532656	Indirect
2020-04-16	Common Stock, $0.001 par value	P	15012	$4.7499	Acquired	547668	Indirect
2020-04-16	Common Stock, $0.001 par value	P	12	$4.7499	Acquired	788199	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-16	Call Option (Right to Buy)	$6.00	P	50000	Acquired	2022-04-16	Common Stock (50000)	Indirect
2020-04-16	Call Option (Right to Buy)	$6.00	P	50000	Acquired	2022-04-16	Common Stock (50000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
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

Footnotes

F1: The Reporting Persons beneficially own in the aggregate 2,961,386 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 48.8% 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") and Ballantyne Strong, Inc. ("BTN").

F2: In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 69,710 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 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 7,141 shares of Common Stock and restricted stock units representing the right to receive 16,294 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 34,620 shares of Preferred Stock, which represent approximately 4.9% 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. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 53,665 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 and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. 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 shares of Common Stock acquired by Fundamental Global Investors, LLC, on behalf of the funds managed by it, from Fund Management Group LLC ("FMG"), in a privately negotiated transaction, pursuant to a Purchase Agreement, dated as of April 16, 2020, between FMG and Fundamental Global Investors, LLC (the "Purchase Agreement"). The aggregate purchase price for the 100,000 total shares acquired pursuant to the Purchase Agreement was $475,000.

F7: Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share, acquired by Fundamental Global Investors, LLC, on behalf of the funds managed by it, from FMG pursuant to the Purchase Agreement. The shares subject to the call option may be acquired at any time during the two-year period beginning on the date of the Purchase Agreement, ending at 5:00 p.m. Eastern time on April 16, 2022.The aggregate purchase price for the call option acquired pursuant to the Purchase Agreement was $100,000.

F8: The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.70 and $4.75 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.