Sec Form 4 Filing - GABELLI MARC @ LGL GROUP INC - 2021-12-28

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
GABELLI MARC
2. Issuer Name and Ticker or Trading Symbol
LGL GROUP INC [ LGL]
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)
ONE CORPORATE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2021
(Street)
RYE, NY10580
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 12/28/2021 A( 1 ) 1,267 A $ 0 80,580 D( 2 )
Common Stock 764,303 I Shares held by a Ltd. Partnership( 3 )
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
Common Stock Warrants (right to purchase) $ 12.5( 4 ) ( 5 ) 11/16/2025 Common stock, par value$0.01 per share 12,593 62,968 D
Common Stock Warrants (right to purchase) $ 12.5( 4 ) ( 5 ) 11/16/2025 Common stock, par value$0.01 per share 152,860 764,303 I Shares held by a Ltd. Partnership( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GABELLI MARC
ONE CORPORATE CENTER
RYE, NY10580
X X
Signatures
/s/ Marc Gabelli 12/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were granted by the Issuer to the Reporting Person.
( 2 )This filing does not include the holdings by GGCP, Inc. of 476,937 shares of LGL Group, Inc., which have been included in the Form 4 filing of Mario J. Gabelli, dated November 18, 2020.
( 3 )These shares are beneficially owned by Venator Merchant Fund, L.P. ("Venator Fund") and Venator Global LLC ("Venator Global"). Venator Global, which is the sole general partner of Venator Fund, isdeemed to have beneficial ownership of the securities owned by Venator Fund. Marc Gabelli is the President of Venator Fund.
( 4 )When exercisable, 5 Warrants will entitle their holder to purchase one share of Common Stock at an exercise price of $12.50 per share, as may be adjusted in accordance with the terms of the Warrants.
( 5 )The Warrants become exercisable on the earlier of (i) November 16, 2025, and (ii) such date that the 30-day volume weighted average price per share, or VWAP, of the Common Stock is greater than or equal to $17.50. Any unexercised Warrants will expire at 5:00 p.m., Eastern Time, on November 16, 2025.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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