Sec Form 4 Filing - Fundamental Global GP, LLC @ FG Financial Group, Inc. - 2021-11-29

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) 11/29/2021 (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 12/07/2021 S 2,003 D $ 25 16,976( 3 )( 4 ) I FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 12/08/2021 S 7,618 D $ 24.73( 6 ) 9,358( 3 )( 4 ) I FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP COMMON STOCK, PAR VALUE $0.01 PER SHARE 11/29/2021 O 600,000( 7 ) A $ 4 1,638,409( 1 )( 4 ) I BALLANTYNE STRONG, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE 788,199( 1 )( 4 ) I FUNDAMENTAL ACTIVIST FUND I, LP COMMON STOCK, PAR VALUE $0.01 PER SHARE 628,875( 1 )( 4 ) I FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP COMMON STOCK, PAR VALUE $0.01 PER SHARE 477,282( 1 )( 2 )( 4 ) I FGI 1347 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 (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 CALL OPTION (RIGHT TO BUY) $ 6 04/16/2020 04/16/2022 COMMON STOCK 50,000 50,000( 5 ) I FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP CALL OPTION (RIGHT TO BUY) $ 6 04/16/2020 04/16/2022 COMMON STOCK 50,000 50,000( 5 ) I FUNDAMENTAL ACTIVIST FUND I, LP SUBSCRIPTION RIGHTS (RIGHT TO BUY) $ 4 11/29/2021 O 600,000( 7 ) 10/29/2021 11/29/2021 COMMON STOCK 600,000 $ 0 0 I BALLANTYNE STRONG, INC.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fundamental Global GP, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE, NC28117 X BK Technologies Corp 7100 TECHNOLOGY DRIVE WEST MELBOURNE, FL32904 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 BALLANTYNE STRONG, INC. 4201 CONGRESS STREET SUITE 175 CHARLOTTE, NC28209 X Signatures FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 12/09/2021 Signature of Reporting Person Date BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER 12/09/2021 Signature of Reporting Person Date BK TECHNOLOGIES CORPORATION /S/ WILLIAM P. KELLY, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 12/09/2021 Signature of Reporting Person Date /S/ D. KYLE CERMINARA 12/09/2021 Signature of Reporting Person Date /S/ JOSEPH H. MOGLIA 12/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons beneficially own 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 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"). Mr. Cerminara holds 15,592 shares of Common Stock and restricted stock units representing the right to receive 16,557 shares of Common Stock upon vesting. ( 2 )BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI. ( 3 )The Reporting Persons beneficially own in the aggregate 9,358 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. ( 4 )Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners 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 positions 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. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein. ( 5 )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. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.65 to $24.82, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Preferred Stock sold at each separate price within the range set forth above. ( 7 )As previously reported in its Form 8-K filed on December 3, 2021, on November 29, 2021, BTN elected to exercise (i) the subscription rights distributed by the Company on October 29, 2021 to it to purchase 155,761 shares of the Company's Common Stock at a purchase price of $4.00 per share and (ii) its over-subscription privilege to purchase an additional 444,239 additional shares of the Company's Common Stock at a purchase price of $4.00 per share.

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