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FG Nexus Inc. — Director's Dealing 2018
Mar 1, 2018
33658_dirs_2018-03-01_11d4b8c2-8c32-4781-811f-644c495da3e3.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: 2018-02-28
Reporting Person: Fundamental Global Investors, LLC (Director, 10% Owner)
Reporting Person: BALLANTYNE STRONG, INC. (Director, 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 |
|---|---|---|---|---|---|---|---|
| 2018-02-28 | 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | P | 31680 | $25.00 | Acquired | 31680 | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, $0.001 par value | 700687 | Indirect |
| Common Stock, $0.001 par value | 403156 | 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 |
Footnotes
F1: The shares of 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share (the "Preferred Stock"), were purchased in connection with an underwritten public offering by the Issuer at the public offering price. The Preferred Stock is non-voting and non-convertible. The Reporting Persons beneficially own in the aggregate 31,680 shares of Preferred Stock, which represent approximately 5.0% of the outstanding shares of Preferred Stock.
F2: The Reporting Persons beneficially own in the aggregate 2,152,080 shares of Common Stock, which represent approximately 36.0% 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") and Ballantyne Strong, Inc. ("BTN").
F3: CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 63,898 shares of Common Stock for the accounts of individual investors, which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 3,333 shares of Common Stock and restricted stock units representing the right to receive 6,666 shares of Common Stock.
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 and FAFI 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.