Sec Form 4 Filing - Cerminara Kyle @ Fundamental Global Inc. - 2024-09-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Cerminara Kyle
2. Issuer Name and Ticker or Trading Symbol
Fundamental Global Inc. [ FGF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL INC., 108 GATEWAY BLVD., SUITE 204
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2024
(Street)
MOORESVILLE, NC28117
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 09/30/2024 A 56,375 A 927,803 D
Common Stock 7,540 I By 401(k) Plan
Common Stock 11,220 I By Spouse
Common Stock 4,220 I By Minor Children
Common Stock 8,049,136 ( 3 ) I FG Financial Holdings, LLC
Restricted Stock Units 09/30/2024 A 24,999 A 952,802 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL INC.
108 GATEWAY BLVD., SUITE 204
MOORESVILLE, NC28117
X X CEO and Chairman
Signatures
/s/ Kyle Cerminara 10/02/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 30, 2024, in connection with the business combination of Strong Global Entertainment, Inc. ("SGE") with and into Fundamental Global Inc., ("FG"), each share of Class A Common Voting Stock of SGE was exchanged for 1.5 shares of FG common stock.
( 2 )Received in the Arrangement Agreement on a 1:1.5 basis.
( 3 )Effective as of May 6, 2024 and as of June 30, 2024, respectively, the 853,619 shares of FG Common Stock and the 4,284,334 shares of FG Common Stock that were previously reported as being held by Fundamental Global Holdings LP and by Ballantyne Strong Holdings LLC, respectively, were transferred into FG Financial Holdings LLC ("FGFH"). The transfers did not result in a change in beneficial ownership. FGFH beneficially owns in the aggregate 8,049,136 shares of FG Common Stock. Fundamental Global GP LLC ("FGGP"), which is an affiliate of FGFH, may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH. Mr. Cerminara disclaims beneficial ownership of the shares of FG Common Stock beneficially owned by FGFH and FGGP except to the extent of his pecuniary interest therein.
( 4 )Received in the Arrangement in exchange for Restricted Share Units ("RSUs") convertible into shares of SGE Class A Common Voting Stock ("SGE RSU"). At the Effective Time, each SGE RSU was converted into an RSU to acquire the number of shares of FG Common Stock (an "FG RSU") equal to the product of (i) the number of shares subject to such SGE RSU as of immediately prior to September 30, 2024, multiplied by (ii) the Exchange Ratio.
( 5 )The FG RSUs will vest in full on the first anniversary of the grant date, which was May 21, 2024, subject to continuous service through the vesting date.

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