Sec Form 4 Filing - Cerminara Kyle @ FG Group Holdings Inc. - 2023-07-03

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 Group Holdings Inc. [ FGH] 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 FG GROUP HOLDINGS INC., 5960 FAIRVIEW ROAD, SUITE 275 3. Date of Earliest Transaction (MM/DD/YY) 07/03/2023 (Street) CHARLOTTE, NC28210 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 07/03/2023 A 26,041 ( 1 ) A $ 0 401,164 D Common Stock 7,540 I By 401(k) Plan Common Stock 11,220 I By Spouse Common Stock 4,220 I By Minor Children Common Stock 5,137,953 ( 2 ) I Fundamental Global

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 Amou nt 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 FG GROUP HOLDINGS INC. 5960 FAIRVIEW ROAD, SUITE 275 CHARLOTTE, NC28210 X X Signatures /s/ D. Kyle Cerminara 07/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Share Units (RSUs) granted as non-employee director compensation pursuant to the 2017 Omnibus Equity Compensation Plan. These RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date. ( 2 )The partnerships managed by Fundamental Global GP, LLC ("Fundamental Global"), including Ballantyne Strong Holdings, LLC, and Fundamental Global Holdings, LP, beneficially own in the aggregate 5,137,953 shares of Common Stock, which represent approximately 26.4% of the Company's outstanding shares of Common Stock. Due to his positions with Fundamental Global and other Fundamental Global entities, Mr. Cerminara may be deemed to be a beneficial owner of the shares of Common Stock that may be deemed to be beneficially owned by Fundamental Global. Mr. Cerminara disclaims beneficial ownership of the shares referred to herein 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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