Sec Form 4 Filing - Fundamental Global GP, LLC @ FG Financial Group, Inc. - 2023-06-12

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 Fundamental Global GP, LLC 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) (Last) (First) (Middle) 108 GATEWAY BLVD., SUITE 204, 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2023 (Street) MOORESVILLE, NC28117 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 56,131 ( 2 ) ( 3 ) ( 4 ) I FG Financial Holdings, LLC COMMON STOCK, PAR VALUE $0.01 PER SHARE 06/12/2023 P 20,593 A $ 1.85 ( 1 ) 5,639,704 ( 2 ) ( 3 ) ( 4 ) I FG Financial Holdings, LLC COMMON STOCK, PAR VALUE $0.01 PER SHARE 06/13/2023 P 26,407 A $ 1.85 5,666,111 ( 2 ) ( 3 ) ( 4 ) 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 (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 Fundamental Global GP, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE, NC28117 X Cerminara Kyle C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE, NC28117 X X MOGLIA JOSEPH H C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE, NC28117 X FG Group Holdings Inc. 5960 FAIRVIEW ROAD, SUITE 275 CHARLOTTE, NC28210 X FG Financial Holdings, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE, NC28117 X Signatures FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 06/14/2023 Signature of Reporting Person Date FG GROUP HOLDINGS, INC., /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER 06/14/2023 Signature of Reporting Person Date FG FINANCIAL HOLDINGS, LLC /S/ D. KYLE CERMINARA, MANAGER 06/14/2023 Signature of Reporting Person Date FG FINANCIAL HOLDINGS, LLC /S/ RYAN R. K. TURNER, MANAGER 06/14/2023 Signature of Reporting Person Date /S/ D. KYLE CERMINARA 06/14/2023 Signature of Reporting Person Date /S/ JOSEPH H. MOGLIA 06/14/2023 Signature of Reporting Person Date

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 $1.81 to $1.85, 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 Preferred Stock purchased at each separate price within the range set forth above. ( 2 )FG Financial Holdings, LLC ("FGFH"), which is managed by Fundamental Global GP, LLC ("FGGP"), beneficially owns in the aggregate 56,131 shares of Preferred Stock and 5,666,111 shares of Common Stock, which represent approximately 55.0% 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. ( 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 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. ( 4 )FG Group Holdings, Inc. ("FGH"), formerly known as 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, FGH disclaims beneficial ownership of the securities referred to herein except to the extent of its pecuniary interest therein.

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).

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