Sec Form 4 Filing - Fundamental Global Investors, LLC @ 1347 Property Insurance Holdings, Inc. - 2020-04-20

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
Fundamental Global Investors, LLC
2. Issuer Name and Ticker or Trading Symbol
1347 Property Insurance Holdings, Inc. [ PIH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4201 CONGRESS STREET, SUITE 140
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2020
(Street)
CHARLOTTE, NC28209
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
Common Stock, $0.001 par value 04/20/2020 P 3,364 A $ 4.8922 ( 7 ) 574,432 ( 1 ) ( 2 ) ( 5 ) I Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 par value 04/21/2020 P 54,443 A $ 4.7814 ( 8 ) 628,875 ( 1 ) ( 2 ) ( 5 ) I Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 par value 788,199 ( 1 ) ( 2 ) ( 5 ) I Fundamental Activist Fund I, LP
Common Stock, $0.001 par value 477,282 ( 1 ) ( 2 ) ( 3 ) ( 5 ) I FGI 1347 Holdings, LP
Common Stock, $0.001 par value 5,296 ( 1 ) ( 2 ) ( 5 ) I FGI Global Asset Allocation Fund, Ltd.
Common Stock, $0.001 par value 4,532 ( 1 ) ( 2 ) ( 5 ) I FGI Global Asset Allocation Master Fund, LP
Common Stock, $0.001 par value 1,038,409 ( 1 ) ( 2 ) ( 5 ) I Ballantyne Strong, Inc.
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 34,620 ( 4 ) ( 5 ) I Fundamental Global Partners Master Fund, 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 ( 6 ) 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 ( 6 ) I Fundamental Activist Fund I, LP
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fundamental Global Investors, LLC
4201 CONGRESS STREET
SUITE 140
CHARLOTTE, NC28209
X X
BALLANTYNE STRONG, INC.
4201 CONGRESS STREET
SUITE 175
CHARLOTTE, NC28209
X
BK Technologies Corp
7100 TECHNOLOGY DRIVE
WEST MELBOURNE, FL32904
X
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC28209
X X
Johnson Lewis M
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC28209
X X
MOGLIA JOSEPH H
AMERITRADE HOLDING CORP
4211 S 102ND ST
OMAHA, NE68127
X
Signatures
FUNDAMENTAL GLOBAL INVESTORS, LLC /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager 04/22/2020
Signature of Reporting Person Date
BALLANTYNE STRONG, INC. /s/ Mark D. Roberson, Chief Executive Officer 04/22/2020
Signature of Reporting Person Date
BK TECHNOLOGIES CORPORATION /s/ William P. Kelly, Executive Vice President and Chief Financial Officer 04/22/2020
Signature of Reporting Person Date
/s/ D. Kyle Cerminara 04/22/2020
Signature of Reporting Person Date
/s/ Lewis M. Johnson 04/22/2020
Signature of Reporting Person Date
/s/ Joseph H. Moglia 04/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Persons beneficially own in the aggregate 3,042,593 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 50.1% of the Company's outstanding shares of Common Stock. Fundamental Global Investors, 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"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"), FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN").
( 2 )In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 64,710 shares of Common Stock for the accounts of individual investors (excluding shares held in CWA accounts for other Reporting Persons, which are separately reported on this form), which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 7,141 shares of Common Stock and restricted stock units representing the right to receive 16,294 shares of Common Stock upon vesting. Joseph H. Moglia does not directly hold any shares of Common Stock.
( 3 )BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of BKTI and Mr. Johnson is Co-Chairman of the Board of Directors of BKTI.
( 4 )The Reporting Persons beneficially own in the aggregate 34,620 shares of Preferred Stock, which represent approximately 4.9% of the outstanding shares of Preferred Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 33,519 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.
( 5 )Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FGAA, FGGM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to their positions with BTN, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be beneficial owners 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.
( 6 )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.
( 7 )The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.85 and $4.90 per share. 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 purchased at each separate price.
( 8 )The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.65 and $4.80 per share. 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 purchased at each separate price.

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