Sec Form 4 Filing - Fundamental Global Investors, LLC @ 1347 Property Insurance Holdings, Inc. - 2018-03-26

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)
03/26/2018
(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
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 03/26/2018 P 2,940 A $ 25 34,620 ( 1 ) ( 2 ) ( 6 ) I Fundamental Global Partners Master Fund, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 03/26/2018 P 44 A $ 25 44 ( 1 ) ( 2 ) ( 6 ) I D. Kyle Cerminara
Common Stock, $0.001 par value 700,687 ( 3 ) ( 5 ) ( 6 ) I Fundamental Activist Fund I, LP
Common Stock, $0.001 par value 424,572 ( 3 ) ( 4 ) ( 5 ) ( 6 ) I FGI 1347 Holdings, LP
Common Stock, $0.001 par value 403,156 ( 3 ) ( 5 ) ( 6 ) I Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 par value 5,296 ( 3 ) ( 5 ) ( 6 ) I FGI Global Asset Allocation Fund, Ltd.
Common Stock, $0.001 par value 4,532 ( 3 ) ( 5 ) ( 6 ) I FGI Global Asset Allocation Master Fund, LP
Common Stock, $0.001 par value 1,038,409 ( 3 ) ( 5 ) ( 6 ) I Ballantyne Strong, Inc.
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 Investors, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC28209
X X
BALLANTYNE STRONG, INC.
11422 MIRACLE HILLS DRIVE
SUITE 300
OMAHA, NE68154
X X
RELM WIRELESS CORP
7100 TECHNOLOGY DRIVE
WEST MELBOURNE, FL32904
Group Member
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
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC28209
X
Signatures
FUNDAMENTAL GLOBAL INVESTORS, LLC, /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager 03/26/2018
Signature of Reporting Person Date
BALLANTYNE STRONG, INC., /s/ D. Kyle Cerminara, Chief Executive Officer 03/26/2018
Signature of Reporting Person Date
RELM WIRELESS CORPORATION /s/ William P. Kelly, Executive Vice President and Chief Financial Officer 03/26/2018
Signature of Reporting Person Date
/s/ D. Kyle Cerminara 03/26/2018
Signature of Reporting Person Date
/s/ Lewis M. Johnson 03/26/2018
Signature of Reporting Person Date
/s/ Joseph H. Moglia 03/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share (the "Preferred Stock"), were purchased at the public offering price as part of the Company's underwritten public offering of Preferred Stock. The Preferred Stock is non-voting and non-convertible. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 57,060 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.
( 2 )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.
( 3 )The Reporting Persons beneficially own in the aggregate 2,576,652 shares of Common Stock, which represent approximately 43.1% 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").
( 4 )RELM Wireless Corporation ("RWC") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of RWC and Mr. Johnson is also a director of RWC.
( 5 )In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 63,898 shares of Common Stock for the accounts of individual investors, which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 3,333 shares of Common Stock and restricted stock units representing the right to receive 6,666 shares of Common Stock.
( 6 )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.

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