BK Technologies Corp — Director's Dealing 2021

Dec 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FG Financial Group, Inc. (FGF)
CIK: 0001591890
Period of Report: 2021-11-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-07	8.00% Cumulative Preferred Stock, Series A, $25.00 par value	S	2003	$25.00	Disposed	16976	Indirect
2021-12-08	8.00% Cumulative Preferred Stock, Series A, $25.00 par value	S	7618	$24.73	Disposed	9358	Indirect
2021-11-29	COMMON STOCK, PAR VALUE $0.01 PER SHARE	O	600000	$4.00	Acquired	1638409	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-29	SUBSCRIPTION RIGHTS (RIGHT TO BUY)	$4.00	O	600000	Disposed	2021-11-29	COMMON STOCK (600000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK, PAR VALUE $0.01 PER SHARE	788199	Indirect
COMMON STOCK, PAR VALUE $0.01 PER SHARE	628875	Indirect
COMMON STOCK, PAR VALUE $0.01 PER SHARE	477282	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
CALL OPTION (RIGHT TO BUY)	$6.00	2022-04-16	COMMON STOCK (50000)	50000	Indirect
CALL OPTION (RIGHT TO BUY)	$6.00	2022-04-16	COMMON STOCK (50000)	50000	Indirect

Footnotes

F1: The Reporting Persons beneficially own in the aggregate 3,632,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 55.9% of the Company's outstanding shares of Common Stock. Fundamental Global GP, 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"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 15,592 shares of Common Stock and restricted stock units representing the right to receive 16,557 shares of Common Stock upon vesting.

F2: BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.

F3: The Reporting Persons beneficially own in the aggregate 9,358 shares of Preferred Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.

F4: Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner 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.

F5: 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.65 to $24.82, inclusive. 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 of Preferred Stock sold at each separate price within the range set forth above.

F7: As previously reported in its Form 8-K filed on December 3, 2021, on November 29, 2021, BTN elected to exercise (i) the subscription rights distributed by the Company on October 29, 2021 to it to purchase 155,761 shares of the Company's Common Stock at a purchase price of $4.00 per share and (ii) its over-subscription privilege to purchase an additional 444,239 additional shares of the Company's Common Stock at a purchase price of $4.00 per share.