Sec Form 4 Filing - Cerminara Kyle @ FG Financial Group, Inc. - 2022-08-19

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 Cerminara Kyle 2. Issuer Name and Ticker or Trading Symbol FG Financial Group, Inc. [ FGF] 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) C/O FUNDAMENTAL GLOBAL GP, LLC, 108 GATEWAY BLVD., SUITE 204 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2022 (Street) MOORESVILLE, NC28117 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 08/19/2022 A 31,645( 1 ) A $ 0 78,286( 2 ) D Common Stock 2,904,231( 3 )( 7 ) I Ballantyne Strong, Inc. Common Stock 2,049,985( 4 )( 7 ) I Fundamental Activist Fund I, LP Common Stock 477,282( 5 )( 7 ) I FGI 1347 Holdings, LP 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 8,973( 4 )( 7 ) I Fundamental Activist Fund I, LP 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 44( 6 ) D

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 Cerminara Kyle C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE, NC28117 X X Signatures /s/ Kyle Cerminara 08/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal instalments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company. ( 2 )Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, 18,023 RSUs which have previously vested to date as well as 25,285 unvested RSUs which have yet to vest to Mr. Cerminara. The RSUs had been previously granted under the Company's Amended and Restated 2014 Equity Incentive Plan, the Company's 2018 Equity Incentive Plan and the Company's 2021 Equity Incentive Plan as director compensation. ( 3 )The securities are held of record by Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara is Chairman of the Board of Directors of BTN. ( 4 )The securities are held of record by Fundamental Activist Fund I, LP ("FAFI"). Fundamental Global GP, LLC is the general partner of FAFI. Mr. Cerminara is the Chief Executive Officer of Fundamental Global GP, LLC. ( 5 )The securities are held of record by FGI 1347 Holdings, LP ("FGIH"). BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of BKTI ( 6 )The securities are held directly by Mr. Cerminara in a joint account with his spouse. ( 7 )Due to his positions with Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the shares of Common Stock disclosed as directly owned by FAFI, FGIH, and BKTI, and the shares of Preferred Stock disclosed as directly owned by FAFI. Due to his position with BTN, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by BTN. In aggregate, as a result of his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be the beneficial owner of 5,431,498 shares of Common Stock, which represent approximately 58.0% of the Company's outstanding shares of Common Stock, and 8,973 shares of Preferred Stock, which represent approximately 1.0% of the outstanding shares of Preferred Stock. Mr. Cerminara disclaims beneficial ownership of these shares except to the extent of his 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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