BK Technologies Corp — Director's Dealing 2021

May 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FG Financial Group, Inc. (FGF)
CIK: 0001591890
Period of Report: 2021-05-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	COMMON STOCK, PAR VALUE $0.01 PER SHARE	P	5296	$8.095	Acquired	8296	Indirect
2021-05-26	COMMON STOCK, PAR VALUE $0.01 PER SHARE	S	5296	$8.095	Disposed	0	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	4532	Indirect
COMMON STOCK, PAR VALUE $0.01 PER SHARE	477282	Indirect
COMMON STOCK, PAR VALUE $0.01 PER SHARE	1038409	Indirect
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	34620	Indirect
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	590	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 60.8% 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"), Fundamental Global Capital Appreciation Fund, LP ("FGCA") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 11,162 shares of Common Stock and restricted stock units representing the right to receive 20,987 shares of Common Stock upon vesting. In addition, Mr. Johnson holds 32,149 shares of Common Stock.

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 35,210 shares of Preferred Stock, which represent approximately 4.1% 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, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse.

F4: 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.

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: Represents a cross-trade between FGAA and FGCA, in which FGAA disposed of and FGCA acquired the reported shares. Accordingly, there was no change in the aggregate beneficial ownership of the Reporting Persons.