Sec Form 4 Filing - Fundamental Global GP, LLC @ FG Financial Group, Inc. - 2022-06-16

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) 06/16/2022 (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 8,973( 1 )( 2 )( 3 )( 4 ) I FUNDAMENTAL ACTIVIST FUND I, LP COMMON STOCK, PAR VALUE $0.01 PER SHARE 1,417,074( 1 )( 2 )( 4 ) I FUNDAMENTAL ACTIVIST FUND I, LP COMMON STOCK, PAR VALUE $0.01 PER SHARE 06/16/2022 P 632,911 A $ 1.58 2,049,985( 1 )( 4 ) I FUNDAMENTAL ACTIVIST FUND I, LP COMMON STOCK, PAR VALUE $0.01 PER SHARE 06/16/2022 P 1,265,822 A $ 1.58 2,904,231( 1 )( 4 ) I BALLANTYNE STRONG, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE 477,282( 1 )( 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

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 BALLANTYNE STRONG, INC. 4201 CONGRESS STREET SUITE 175 CHARLOTTE, NC28209 X Signatures FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 06/17/2022 Signature of Reporting Person Date BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER 06/17/2022 Signature of Reporting Person Date /S/ D. KYLE CERMINARA 06/17/2022 Signature of Reporting Person Date /S/ JOSEPH H. MOGLIA 06/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons beneficially own in the aggregate 5,431,498 shares of Common Stock, which represent approximately 58.5% 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 Activist Fund I, LP ("FAFI") and FGI 1347 Holdings, LP ("FGIH"). Mr. Cerminara holds 16,925 shares of Common Stock and restricted stock units representing the right to receive 29,716 shares of Common Stock upon vesting. ( 2 )The 628,875 shares of Common Stock and 8,973 shares of Preferred Stock, as previously reported by Fundamental Global Partners Master Fund, LP ("FGPM"), were transferred to FAFI. FGPM is in the process of being dissolved, and the transfer did not result in a change in beneficial ownership because both funds shared a common investment manager. ( 3 )The Reporting Persons beneficially own in the aggregate 8,973 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 FAFI. 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 FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FAFI. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or 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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