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Form 4 FG Financial Group, Inc. For: Nov 28 Filed by: BALLANTYNE STRONG, INC.

November 30, 2022 8:40 PM EST

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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 NC 28117

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FG Financial Group, Inc. [ FGF ]
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)
11/28/2022
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
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)
Code V Amount (A) or (D) Price
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 11/28/2022   P   904 A $ 16.99 (1) 47,035 I FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 11/29/2022   P   441 A $ 17.07 (2) 47,476 (3) (4) (5) I FG Financial Holdings, LLC
COMMON STOCK, PAR VALUE $0.01 PER SHARE               5,619,111 (3) (4) (5) I FG Financial Holdings, LLC
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.93 to $17.00, 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 (the "SEC"), upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the range set forth above.
2. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $17.00 to $17.175, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the range set forth above.
3. FG Financial Holdings, LLC ("FGFH"), which is managed by Fundamental Global GP, LLC ("FGGP"), beneficially owns in the aggregate 47,476 shares of Preferred Stock and 5,619,111 shares of Common Stock, which represent approximately 59.8% of the Company's outstanding shares of Common Stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH.
4. 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 securities disclosed as directly owned by FGFH. Mr. Cerminara also holds additional shares of Common Stock and Preferred Stock. Each Reporting Person disclaims beneficial ownership of the securities referred to herein except to the extent of his or its pecuniary interest therein.
5. Ballantyne Strong, Inc. ("BTN") owns membership interests in FGFH and may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH; however, BTN disclaims beneficial ownership of the securities referred to herein except to the extent of its pecuniary interest therein.
FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 11/30/2022
** Signature of Reporting Person Date
BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER 11/30/2022
** Signature of Reporting Person Date
FG FINANCIAL HOLDINGS, LLC /S/ D. KYLE CERMINARA, MANAGER 11/30/2022
** Signature of Reporting Person Date
FG FINANCIAL HOLDINGS, LLC /S/ RYAN R. K. TURNER, MANAGER 11/30/2022
** Signature of Reporting Person Date
/S/ D. KYLE CERMINARA 11/30/2022
** Signature of Reporting Person Date
/S/ JOSEPH H. MOGLIA 11/30/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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