FG Nexus Inc. — Director's Dealing 2021

Dec 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FG Financial Group, Inc. (FGF)
CIK: 0001591890
Period of Report: 2021-12-17

Reporting Person: Cerminara Kyle (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-17	Common Stock	A	14492	—	Acquired	46641	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1638409	Indirect
Common Stock	788199	Indirect
Common Stock	628875	Indirect
Common Stock	477282	Indirect
8.00% Cumulative Preferred Stock, Series A, $25.00 par value	8973	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 Options (right to buy)	$6	2022-04-16	Common Stock (50000)	50000	Indirect

Footnotes

F1: Represents restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal installments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.

F2: Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, 13,592 RSUs which have previously vested to date as well as 29,716 unvested RSUs which have yet to vest to Mr. Cerminara. The RSUs had been previously granted under the Company's Amended and Restated 2014 Equity Incentive Plan, the Company's 2018 Equity Incentive Plan and the Company's 2021 Equity Incentive Plan as director compensation.Each RSU represents a contingent right to receive one share of common stock of the Company.

F3: Mr. Cerminara beneficially owns 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, for which Mr. Cerminara is chief executive officer, 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").

F4: BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI.

F5: Mr. Cerminara beneficially owns in the aggregate 8,973 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.

F6: Due to his positions with Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner 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 position 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. Mr. Cerminara disclaims beneficial ownership of these shares.

F7: 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.