SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Fundamental Global GP, LLC

(Last)

(First)

(Middle)

108 GATEWAY BLVD., SUITE 204

(Street)

MOORESVILLE

28117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FG Group Holdings Inc. [ FGH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK, PAR VALUE $0.01 PER SHARE	06/12/2023		P		20,200	A	$1.72⁽⁵⁾	4,284,334⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	BALLANTYNE STRONG HOLDINGS, LLC
COMMON STOCK, PAR VALUE $0.01 PER SHARE								853,619⁽²⁾⁽³⁾⁽⁴⁾	I	FUNDAMENTAL GLOBAL HOLDINGS, LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Fundamental Global GP, LLC

(Last)

(First)

(Middle)

108 GATEWAY BLVD., SUITE 204

(Street)

MOORESVILLE

28117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cerminara Kyle

(Last)

(First)

(Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

108 GATEWAY BOULEVARD, SUITE 204

(Street)

MOORESVILLE

28117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MOGLIA JOSEPH H

(Last)

(First)

(Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

108 GATEWAY BOULEVARD, SUITE 204

(Street)

MOORESVILLE

28117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ballantyne Strong Holdings, LLC

(Last)

(First)

(Middle)

108 GATEWAY BOULEVARD, SUITE 204

(Street)

MOORESVILLE

28117

(City)

(State)

(Zip)

Explanation of Responses:

1. Fundamental Activist Fund I, LP was merged into FG Special Situations Partners, LP ("FGSSP") as of December 31, 2022. As such, FGSSP owns membership interests in Ballantyne Strong Holdings, LLC ("BTN Holdings") and may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by BTN Holdings.

2. The partnerships managed by Fundamental Global GP, LLC ("FGGP") beneficially own in the aggregate 5,137,953 shares of Common Stock, which represent approximately 26.4% of the Company's outstanding shares of Common Stock. FGGP may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by BTN Holdings and Fundamental Global Holdings, LP ("FGHP").

3. Due to their positions with FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN Holdings and FGHP. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.

4. Mr. Moglia holds 636,291 shares of Common Stock directly and through the Moglia Family Foundation and trusts. Mr. Cerminara also holds additional shares of Common Stock.

5. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.68 to $1.81, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth above.

Remarks:

	FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER	06/14/2023
	BALLANTYNE STRONG HOLDINGS, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER OF FUNDAMENTAL GLOBAL GP, LLC	06/14/2023
	/S/ D. KYLE CERMINARA	06/14/2023
	/S/ JOSEPH H. MOGLIA	06/14/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Fundamental Global Gp, Llc