Statement of Changes in Beneficial Ownership (4)
August 14 2020 - 7:19PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Cerminara Kyle |
2. Issuer Name and Ticker or Trading Symbol
1347 Property Insurance Holdings, Inc.
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PIH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC, 4201 CONGRESS ST., SUITE 140 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/12/2020 |
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(Street)
CHARLOTTE, NC 28209
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 8/12/2020 | | A | | 8714 (1) | A | $0 | 32149 (2) | D | |
| Common Stock | | | | | | | | 1907184 (3) | I | Fundamental Global |
| Common Stock | | | | | | | | 1038409 (4) | I | Ballantyne Strong, Inc. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
| Call Option (right to buy) | $6 | | | | | | | 4/16/2020 | 4/16/2022 | Common Stock | 100000 | | 100000 (3)(5) | I | Fundamental Global |
| Explanation of Responses: |
| (1) | Represents restricted stock units ("RSUs") granted under the 2018 Equity Incentive Plan as director compensation. RSUs vest in five annual equal installments, 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 3,333 shares held in a joint account with spouse, remaining 4,000 RSUs granted on December 15, 2017 under the Amended and Restated 2014 Equity Incentive Plan pursuant to the share-matching program (also includes shares received pursuant to the 2,666 RSUs that have vested to date under this grant), remaining 4,572 RSUs granted on August 22, 2018 under the 2018 Equity Incentive Plan as director compensation (also includes shares received pursuant to the 1,142 RSUs that have vested to date under this grant), and the remaining 6,178 RSUs granted on August 13, 2019 under the 2018 Equity Incentive Plan as director compensation (also includes shares received pursuant to the 1,544 RSUs that have vested to date under this grant). RSUs vest in five annual equal installments, 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. |
| (3) | Held by the Fundamental Global entities. In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 64,583 shares of Common Stock for the accounts of individual investors (excluding the 3,333 shares held at CWA by Mr. Cerminara in a joint account with his spouse). Fundamental Global also beneficially holds in the aggregate 35,210 shares of 8.00% cumulative preferred stock, Series A, par value of $25.00 per share ("preferred stock"). In addition, for the accounts of individual investors, CWA holds 32,697 shares of preferred stock, including 44 shares of preferred stock held by Mr. Cerminara in a joint account with his spouse. Due to his positions with Fundamental Global Investors, LLC and other Fundamental Global entities, Mr. Cerminara may be deemed to be a beneficial owner of Common Stock held by Fundamental Global. Mr. Cerminara disclaims any beneficial ownership of the shares referenced to herein except to the extent of his pecuniary interest therein. |
| (4) | Held by Ballantyne Strong, Inc. ("BTN"). Due to his positions with BTN, Mr. Cerminara may be deemed to be a beneficial owner of Common Stock held by BTN. Mr. Cerminara disclaims any beneficial ownership of the shares referenced to herein except to the extent of his pecuniary interest therein. |
| (5) | Represents a call option to purchase shares of Common Stock for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS ST., SUITE 140
CHARLOTTE, NC 28209 | X | X |
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Signatures
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| /s/ Kyle Cerminara | | 8/14/2020 |
| **Signature of Reporting Person | Date |
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