Mark D. Roberson Form 4 FG / Mark D. Roberson ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Roberson Mark D.

(Last)

(First)

(Middle)

C/O FG GROUP HOLDINGS INC.

5960 FAIRVIEW ROAD, SUITE 275

(Street)

CHARLOTTE

28210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FG Group Holdings Inc. [ FGH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/29/2024		D		145,613	D	⁽¹⁾⁽²⁾	0	D
Common Stock	02/29/2024		D		80,000	D	⁽¹⁾⁽³⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$2.25	02/29/2024		D			40,000	⁽⁴⁾⁽⁵⁾	12/04/2028	Common Stock	40,000	⁽⁴⁾⁽⁵⁾	0	D
Stock Options (Right to Buy)	$2.89	02/29/2024		D			30,000	⁽⁴⁾⁽⁶⁾	06/06/2029	Common Stock	30,000	⁽⁴⁾⁽⁶⁾	0	D
Stock Options (Right to Buy)	$1.6	02/29/2024		D			20,000	⁽⁴⁾⁽⁷⁾	10/09/2030	Common Stock	20,000	⁽⁴⁾⁽⁷⁾	0	D

Explanation of Responses:

1. On January 3, 2024, Fundamental Global Inc. (f/k/a FG Financial Group, Inc., the "Parent"), FG Group LLC (the "Acquiror"), and FG Group Holdings Inc. (the "Company") entered into a Plan of Merger (the "Merger Agreement"), pursuant to which the Company merged with and into the Acquiror, with the Acquiror surviving the merger as a wholly owned subsidiary of the Parent (the "Merger"). On February 29, 2024, at approximately 4:05 PM Eastern time, the effective time of the Merger (the "Effective Time"), all of the outstanding shares of common stock of the Company ("Company Common Stock") were converted into shares of common stock of the Parent ("Parent Common Stock") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement.

2. Disposed of pursuant to the Merger Agreement in exchange for a number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock owned as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

3. Restricted Share Units (RSUs) granted as non-employee director compensation pursuant to the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each RSU convertible into shares of Company Common Stock (a "Company RSU") that was outstanding immediately prior to the Effective Time, was converted into an RSU to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. Each assumed Company RSU will continue to be governed by the same terms and conditions, including vesting terms, as were applicable to such Company RSU immediately prior to the Effective Time.

4. Stock Options granted under the FG Group Holdings, Inc. 2017 Omnibus Equity Compensation Plan. Pursuant to the Merger Agreement, each Stock Option to purchase shares of Company Common Stock (a "Company Stock Option") that was outstanding immediately prior to the Effective Time, was converted into a stock option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Stock Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

5. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, December 4, 2018, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time.

6. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, June 6, 2019, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time.

7. This Company Stock Option, which provided for vesting in five equal annual installments on the first anniversary of the grant date, October 9, 2020, was assumed in the Merger and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to such Company Stock Option immediately prior to the Effective Time.

	/s/ Mark D. Roberson	03/01/2024
	** Signature of Reporting Person	Date
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Mark D. Roberson Form 4FG / Mark D. Roberson ownership change