Amended Statement of Beneficial Ownership (sc 13d/a)
May 21 2020 - 5:26PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of
1934
(Amendment No. 17)*
BALLANTYNE STRONG, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
058516105
(CUSIP Number)
D. Kyle Cerminara
Fundamental Global Investors, LLC
4201 Congress Street, Suite 140
Charlotte, North Carolina 28209
(704) 323-6851
With a copy to:
Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 2020
(Date of Event Which Requires Filing of
this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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CUSIP No. 058516105
|
13D
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Page
2 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
Fundamental Global Investors, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
AF
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,271,425
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
5,762,311
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,762,311
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
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CUSIP No. 058516105
|
13D
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Page
3 of 18 Pages
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1
|
NAME OF REPORTING PERSON
Fundamental Global Partners Master Fund, LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,666,119
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,666,119
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,666,119
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
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CUSIP No. 058516105
|
13D
|
Page
4 of 18 Pages
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1
|
NAME OF REPORTING PERSON
Fundamental Global Holdings, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
853,619
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
853,619
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
853,619
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
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CUSIP No. 058516105
|
13D
|
Page
5 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
FGI Global Asset Allocation Fund, Ltd.
|
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
34,911
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
34,911
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
34,911
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
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CUSIP No. 058516105
|
13D
|
Page
6 of 18 Pages
|
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1
|
NAME OF REPORTING PERSON
FGI Global Asset Allocation Master Fund, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
65,739
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
65,739
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
65,739
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
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CUSIP No. 058516105
|
13D
|
Page
7 of 18 Pages
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1
|
NAME OF REPORTING PERSON
Fundamental Activist Fund I, LP
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
WC
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,651,037
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,651,037
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,651,037
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
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CUSIP No. 058516105
|
13D
|
Page
8 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
CWA Asset Management Group, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
OO
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
FL
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,490,886
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,490,886
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
|
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
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CUSIP No. 058516105
|
13D
|
Page
9 of 18 Pages
|
|
1
|
NAME OF REPORTING PERSON
Joseph H. Moglia
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
PF; AF
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
300,861
|
|
8
|
SHARED VOTING POWER
335,430
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
636,291
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
636,291
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
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CUSIP No. 058516105
|
13D
|
Page
10 of 18 Pages
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1
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NAME OF REPORTING PERSON
D. Kyle Cerminara
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
PF
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
265,925(1)
|
|
8
|
SHARED VOTING POWER
4,271,425
|
|
9
|
SOLE DISPOSITIVE POWER
160,206(2)
|
|
10
|
SHARED DISPOSITIVE POWER
5,762,311
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,922,517(3)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
|
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(1)
|
Includes (i) 217,945 shares directly owned by Mr. Cerminara,
(ii) 7,540 shares held in Mr. Cerminara’s 401(k) account, (iii) 11,220 shares held by Mr. Cerminara’s wife, (iv) 4,220
shares held by Mr. Cerminara’s minor children and (v) 25,000 shares potentially issuable to Mr. Cerminara upon the vesting
of restricted stock units within 60 days of the filing of this Statement. Does not include 63,334 shares potentially issuable
to Mr. Cerminara pursuant to grants of restricted stock units.
|
|
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(2)
|
Includes 26,000 shares purchasable pursuant to stock
options that are exercisable within 60 days of the filing of this Statement and 25,000 shares potentially issuable to Mr. Cerminara
upon the vesting of restricted stock units within 60 days of the filing of this Statement. Does not include 131,719 shares beneficially
owned by Mr. Cerminara (including the 11,220 shares held by Mr. Cerminara’s wife and the 4,220 shares held by Mr. Cerminara’s
children) that are held in CWA customer accounts. Does not include 63,334 shares potentially issuable to Mr. Cerminara pursuant
to grants of restricted stock units.
|
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(3)
|
Includes 26,000 shares purchasable pursuant to stock
options that are exercisable within 60 days of the filing of this Statement and 25,000 shares potentially issuable to Mr. Cerminara
upon the vesting of restricted stock units within 60 days of the filing of this Statement.
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CUSIP No. 058516105
|
13D
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Page
11 of 18 Pages
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1
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NAME OF REPORTING PERSON
Lewis M. Johnson
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
PF
|
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
40,610(1)
|
|
8
|
SHARED VOTING POWER
4,271,425
|
|
9
|
SOLE DISPOSITIVE POWER
32,110(1)(2)
|
|
10
|
SHARED DISPOSITIVE POWER
5,762,311
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,794,421(1)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.5%
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes 8,187 shares potentially issuable to Mr. Johnson upon the vesting of restricted stock units within 60 days of the
filing of this Statement. Does not include 16,376 shares potentially issuable to Mr. Johnson pursuant to grants of restricted stock
units.
|
|
|
(2)
|
Does not include 8,500 shares beneficially owned by Mr. Johnson that are held in CWA customer accounts.
|
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CUSIP No. 058516105
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13D
|
Page
12 of 18 Pages
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This Amendment No.
17 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 17”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (this “Statement” or “Schedule
13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ballantyne Strong,
Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 17 shall
have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 17, the Schedule 13D
remains unchanged.
Item 2. Identity and Background.
On April 13, 2020,
D. Kyle Cerminara, the Chief Executive Officer, Co-Founder and Partner of Fundamental Global Investors, LLC and Co-Chief Investment
Officer of CWA, resigned from his position of Chief Executive Officer of the Company, effective immediately. Mr. Cerminara will
continue to lead the Company’s Board of Directors in the role of Non-Executive Chairman. In addition, on March 23, 2020,
Mr. Cerminara was designated as the principal executive officer of 1347 Property Insurance Holdings, Inc. (Nasdaq: PIH), which
intends to operate as a diversified insurance, reinsurance and investment management holding company.
Item 3. Source and Amount of Funds or Other Consideration.
The total cost for
purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows:
FGPM, $6,876,156; FGHP, $3,570,444; FGAA, $154,782; FGGM, $323,654; FAFI, $6,382,034; Mr. Moglia, $2,947,390; Mr. Cerminara (with
respect to the shares acquired by him and his family members through the open market), $424,322; and Mr. Johnson (with respect
to the shares acquired by him through the open market), $61,425. The source of these funds was working capital or personal funds,
as applicable. The total cost for purchases by CWA’s customers reported in this Amendment No. 17 was approximately $3,564,259
(excluding shares held in CWA customer accounts for Messrs. Moglia, Cerminara and Johnson). The source of funds for the shares
of Common Stock acquired for the accounts of CWA’s customers were funds of such customers. The cost for purchasing the shares
held by Mr. Ferguson was approximately $4,618; the source of funds was personal funds.
Item 5. Interest in Securities of the
Issuer.
(a) The
Reporting Persons beneficially own in the aggregate 5,954,627 shares of Common Stock, which represents approximately 40.5% of the
Company’s outstanding shares of Common Stock.
Each percentage ownership
of Common Stock set forth in this Statement is based on the 14,651,253 shares of Common Stock reported by the Company as outstanding
as of May 8, 2020 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities
and Exchange Commission on May 12, 2020.
(c) Transactions effected
by FGPM and FAFI and customer accounts managed by CWA in the Common Stock within the past 60 days are set forth on Schedule A to
this Statement. Each of these transactions was effected through the open market. In addition, on April 8, 2020, 1,000 shares of
Common Stock were transferred into a customer account managed by CWA and, on April 30, 2020, 3,480 shares of Common Stock were
transferred out of a customer account managed by CWA.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k)
promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect
to the joint filing of this Amendment No. 17, which agreement is set forth on the signature page to this Statement.
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CUSIP No. 058516105
|
13D
|
Page
13 of 18 Pages
|
SIGNATURE
After reasonable inquiry and to the best
of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: May 21, 2020
|
FUNDAMENTAL GLOBAL INVESTORS, LLC
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
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D. Kyle Cerminara
|
|
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Chief Executive Officer, Partner and Manager
|
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|
|
|
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
|
|
|
by FG Partners GP, LLC, its general partner
|
|
|
|
|
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/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
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Manager
|
|
|
|
|
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FUNDAMENTAL GLOBAL HOLDINGS, LP,
|
|
|
by FGI Holdings GP, LLC, its general partner
|
|
|
|
|
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/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
|
|
|
FGI GLOBAL ASSET ALLOCATION FUND, LTD.
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Director
|
|
|
|
|
|
FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP,
|
|
|
by FGI Global Asset Allocation GP, LLC, its general partner
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
CUSIP No. 058516105
|
13D
|
Page
14 of 18 Pages
|
|
FUNDAMENTAL ACTIVIST FUND I, LP,
|
|
|
by Fundamental Activist Fund I GP, LLC, its general partner
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
|
|
|
FGI INTERNATIONAL USVI, LLC
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
|
|
|
FGI FUNDS MANAGEMENT, LLC
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Manager
|
|
|
|
|
|
CWA ASSET MANAGEMENT GROUP, LLC
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
D. Kyle Cerminara
|
|
|
Co-Chief Investment Officer
|
|
|
|
|
|
JOSEPH MOGLIA
|
|
|
|
|
|
/s/ Joseph H. Moglia
|
|
|
|
|
|
D. KYLE CERMINARA
|
|
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
|
|
|
LEWIS M. JOHNSON
|
|
|
|
|
|
/s/ Lewis M. Johnson
|
|
|
CUSIP No. 058516105
|
13D
|
Page
15 of 18 Pages
|
Schedule A
Transactions in the Common Stock in the Past 60 Days:
Fundamental Global Partners Master Fund,
LP:
Transaction
Date
|
|
Number of Shares
Bought/(Sold)(1)
|
|
|
Price
Per Share ($)(2)
|
|
03/23/2020
|
|
|
633
|
|
|
|
1.385
|
|
03/24/2020
|
|
|
632
|
|
|
|
1.4025
|
|
03/25/2020
|
|
|
633
|
|
|
|
1.3613
|
|
03/26/2020
|
|
|
633
|
|
|
|
1.4939
|
|
03/27/2020
|
|
|
632
|
|
|
|
1.4636
|
|
03/30/2020
|
|
|
1,653
|
|
|
|
1.733
|
|
03/31/2020
|
|
|
1,653
|
|
|
|
1.8074
|
|
04/01/2020
|
|
|
1,563
|
|
|
|
1.7359
|
|
04/02/2020
|
|
|
1,653
|
|
|
|
1.7107
|
|
04/03/2020
|
|
|
1,653
|
|
|
|
1.6693
|
|
04/06/2020
|
|
|
1,877
|
|
|
|
1.6411
|
|
04/07/2020
|
|
|
1,589
|
|
|
|
1.6716
|
|
04/08/2020
|
|
|
1,877
|
|
|
|
1.671
|
|
04/09/2020
|
|
|
1,877
|
|
|
|
1.7641
|
|
04/13/2020
|
|
|
1,679
|
|
|
|
1.753
|
|
04/14/2020
|
|
|
2,268
|
|
|
|
1.7466
|
|
04/15/2020
|
|
|
331
|
|
|
|
1.67
|
|
04/16/2020
|
|
|
2,268
|
|
|
|
1.686
|
|
04/17/2020
|
|
|
2,268
|
|
|
|
1.6412
|
|
04/20/2020
|
|
|
2,334
|
|
|
|
1.5294
|
|
04/21/2020
|
|
|
2,334
|
|
|
|
1.4453
|
|
04/22/2020
|
|
|
2,334
|
|
|
|
1.4472
|
|
04/23/2020
|
|
|
2,334
|
|
|
|
1.5041
|
|
04/24/2020
|
|
|
2,334
|
|
|
|
1.5838
|
|
04/27/2020
|
|
|
1,698
|
|
|
|
1.5774
|
|
04/28/2020
|
|
|
1,698
|
|
|
|
1.617
|
|
04/29/2020
|
|
|
1,698
|
|
|
|
1.5662
|
|
04/30/2020
|
|
|
1,698
|
|
|
|
1.5646
|
|
05/01/2020
|
|
|
1,698
|
|
|
|
1.5221
|
|
05/04/2020
|
|
|
1,743
|
|
|
|
1.5302
|
|
05/05/2020
|
|
|
1,743
|
|
|
|
1.5297
|
|
05/06/2020
|
|
|
1,743
|
|
|
|
1.4749
|
|
05/07/2020
|
|
|
1,743
|
|
|
|
1.509
|
|
05/08/2020
|
|
|
1,743
|
|
|
|
1.538
|
|
05/11/2020
|
|
|
1,956
|
|
|
|
1.5464
|
|
05/12/2020
|
|
|
1,956
|
|
|
|
1.5463
|
|
05/13/2020
|
|
|
1,956
|
|
|
|
1.4769
|
|
05/14/2020
|
|
|
1,956
|
|
|
|
1.4459
|
|
05/15/2020
|
|
|
1,956
|
|
|
|
1.454
|
|
05/18/2020
|
|
|
2,491
|
|
|
|
1.4777
|
|
05/19/2020
|
|
|
2,491
|
|
|
|
1.4825
|
|
05/20/2020
|
|
|
2,491
|
|
|
|
1.4508
|
|
|
(1)
|
All shares were purchased pursuant to a Rule 10b5-1 trading
plan entered into by Fundamental Global Investors, LLC on behalf of the funds managed by it.
|
|
|
(2)
|
Except for the price per share reported for the trades
on March 20, 2020 and April 15, 2020, the price per share reported is the weighted average price. The Reporting Persons undertake
to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares purchased at each separate price.
|
|
CUSIP No. 058516105
|
13D
|
Page
16 of 18 Pages
|
Schedule A (continued)
Transactions in the Common Stock in the
Past 60 Days:
Fundamental Activist Fund I, LP :
Transaction
Date
|
|
Number of Shares
Bought/(Sold)(1)
|
|
|
Price
Per Share ($)(2)
|
|
03/23/2020
|
|
|
632
|
|
|
|
1.385
|
|
03/24/2020
|
|
|
633
|
|
|
|
1.4025
|
|
03/25/2020
|
|
|
632
|
|
|
|
1.3613
|
|
03/26/2020
|
|
|
632
|
|
|
|
1.4939
|
|
03/27/2020
|
|
|
633
|
|
|
|
1.4636
|
|
03/30/2020
|
|
|
1,653
|
|
|
|
1.733
|
|
03/31/2020
|
|
|
1,653
|
|
|
|
1.8074
|
|
04/01/2020
|
|
|
1,564
|
|
|
|
1.7359
|
|
04/02/2020
|
|
|
1,653
|
|
|
|
1.7107
|
|
04/03/2020
|
|
|
1,653
|
|
|
|
1.6693
|
|
04/06/2020
|
|
|
1,878
|
|
|
|
1.6411
|
|
04/07/2020
|
|
|
1,589
|
|
|
|
1.6716
|
|
04/08/2020
|
|
|
1,877
|
|
|
|
1.671
|
|
04/09/2020
|
|
|
1,877
|
|
|
|
1.7641
|
|
04/13/2020
|
|
|
1,679
|
|
|
|
1.753
|
|
04/14/2020
|
|
|
2,268
|
|
|
|
1.7466
|
|
04/15/2020
|
|
|
331
|
|
|
|
1.67
|
|
04/16/2020
|
|
|
2,268
|
|
|
|
1.686
|
|
04/17/2020
|
|
|
2,268
|
|
|
|
1.6412
|
|
04/20/2020
|
|
|
2,334
|
|
|
|
1.5294
|
|
04/21/2020
|
|
|
2,334
|
|
|
|
1.4453
|
|
04/22/2020
|
|
|
2,334
|
|
|
|
1.4472
|
|
04/23/2020
|
|
|
2,334
|
|
|
|
1.5041
|
|
04/24/2020
|
|
|
2,334
|
|
|
|
1.5838
|
|
04/27/2020
|
|
|
1,699
|
|
|
|
1.5774
|
|
04/28/2020
|
|
|
1,698
|
|
|
|
1.617
|
|
04/29/2020
|
|
|
1,698
|
|
|
|
1.5662
|
|
04/30/2020
|
|
|
1,698
|
|
|
|
1.5646
|
|
05/01/2020
|
|
|
1,698
|
|
|
|
1.5221
|
|
05/04/2020
|
|
|
1,743
|
|
|
|
1.5302
|
|
05/05/2020
|
|
|
1,743
|
|
|
|
1.5297
|
|
05/06/2020
|
|
|
1,743
|
|
|
|
1.4749
|
|
05/07/2020
|
|
|
1,743
|
|
|
|
1.509
|
|
05/08/2020
|
|
|
1,743
|
|
|
|
1.538
|
|
05/11/2020
|
|
|
1,956
|
|
|
|
1.5464
|
|
05/12/2020
|
|
|
1,956
|
|
|
|
1.5463
|
|
05/13/2020
|
|
|
1,956
|
|
|
|
1.4769
|
|
05/14/2020
|
|
|
1,956
|
|
|
|
1.4459
|
|
05/15/2020
|
|
|
1,956
|
|
|
|
1.454
|
|
05/18/2020
|
|
|
2,491
|
|
|
|
1.4777
|
|
05/19/2020
|
|
|
2,491
|
|
|
|
1.4825
|
|
05/20/2020
|
|
|
2,491
|
|
|
|
1.4508
|
|
|
(1)
|
All shares were purchased pursuant to a Rule 10b5-1 trading plan entered into by Fundamental Global
Investors, LLC on behalf of the funds managed by it.
|
|
|
(2)
|
Except for the price per share reported for the trades on March 20, 2020 and April 15, 2020, the
price per share reported is the weighted average price. The Reporting Persons undertake to provide to the Company, any security
holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number
of shares purchased at each separate price.
|
|
CUSIP No. 058516105
|
13D
|
Page
17 of 18 Pages
|
Schedule A (continued)
Transactions in the Common Stock in the
Past 60 Days:
Customer Accounts Managed by CWA Asset Management Group, LLC:
Transaction
Date
|
|
Number of Shares
Bought/(Sold)
|
|
Price
Per Share ($)(1)
|
|
3/23/2020
|
|
(300)
|
|
$1.3298
|
|
3/23/2020
|
|
(331)
|
|
$1.3796
|
|
3/23/2020
|
|
(331)
|
|
$1.3796
|
|
3/23/2020
|
|
(600)
|
|
$1.3499
|
|
3/23/2020
|
|
(672)
|
|
$1.3797
|
|
3/23/2020
|
|
(815)
|
|
$1.3667
|
|
3/23/2020
|
|
(1,200)
|
|
$1.3199
|
|
3/23/2020
|
|
(1,800)
|
|
$1.3099
|
|
3/23/2020
|
|
(2,303)
|
|
$1.3600
|
|
3/23/2020
|
|
(4,471)
|
|
$1.2999
|
|
3/23/2020
|
|
(4,600)
|
|
$1.2949
|
|
3/24/2020
|
|
(439)
|
|
$1.3971
|
|
3/24/2020
|
|
(439)
|
|
$1.3971
|
|
3/24/2020
|
|
(533)
|
|
$1.3971
|
|
3/24/2020
|
|
(889)
|
|
$1.3970
|
|
3/25/2020
|
|
(2,834)
|
|
$1.3546
|
|
3/25/2020
|
|
(2,834)
|
|
$1.3546
|
|
3/25/2020
|
|
(3,442)
|
|
$1.3546
|
|
3/25/2020
|
|
(5,742)
|
|
$1.3546
|
|
3/26/2020
|
|
(2,541)
|
|
$1.6128
|
|
3/26/2020
|
|
(2,541)
|
|
$1.6128
|
|
3/26/2020
|
|
(3,087)
|
|
$1.6128
|
|
3/26/2020
|
|
(5,148)
|
|
$1.6128
|
|
3/27/2020
|
|
(5,554)
|
|
$1.4828
|
|
3/27/2020
|
|
(5,555)
|
|
$1.4828
|
|
3/27/2020
|
|
(6,746)
|
|
$1.4828
|
|
3/27/2020
|
|
(11,250)
|
|
$1.4828
|
|
3/30/2020
|
|
(518)
|
|
$1.6388
|
|
3/30/2020
|
|
(894)
|
|
$1.6388
|
|
4/2/2020
|
|
(436)
|
|
$1.7058
|
|
4/6/2020
|
|
(42)
|
|
$1.6910
|
|
4/6/2020
|
|
(49)
|
|
$1.6498
|
|
4/6/2020
|
|
(82)
|
|
$1.6682
|
|
4/6/2020
|
|
(100)
|
|
$1.6582
|
|
4/6/2020
|
|
(105)
|
|
$1.6500
|
|
4/6/2020
|
|
(155)
|
|
$1.6581
|
|
4/6/2020
|
|
(291)
|
|
$1.6500
|
|
4/6/2020
|
|
(343)
|
|
$1.6581
|
|
4/6/2020
|
|
(565)
|
|
$1.6500
|
|
4/6/2020
|
|
(1,500)
|
|
$1.7058
|
|
4/9/2020
|
|
(149)
|
|
$1.7498
|
|
4/22/2020
|
|
(271)
|
|
$1.4399
|
|
4/23/2020
|
|
(160)
|
|
$1.5048
|
|
4/28/2020
|
|
(1,400)
|
|
$1.5999
|
|
CUSIP No. 058516105
|
13D
|
Page
18 of 18 Pages
|
Transaction
Date
|
|
Number of Shares
Bought/(Sold)
|
|
Price
Per Share ($)(1)
|
|
4/30/2020
|
|
(800)
|
|
$1.5700
|
|
4/30/2020
|
|
(100)
|
|
$1.5701
|
|
4/30/2020
|
|
(100)
|
|
$1.5701
|
|
4/30/2020
|
|
(200)
|
|
$1.5800
|
|
4/30/2020
|
|
(300)
|
|
$1.5800
|
|
4/30/2020
|
|
(200)
|
|
$1.5800
|
|
4/30/2020
|
|
(100)
|
|
$1.5800
|
|
4/30/2020
|
|
(575)
|
|
$1.5850
|
|
4/30/2020
|
|
(55)
|
|
$1.5700
|
|
5/1/2020
|
|
(418)
|
|
$1.5200
|
|
5/1/2020
|
|
(7)
|
|
$1.5200
|
|
5/1/2020
|
|
(1)
|
|
$1.5200
|
|
5/1/2020
|
|
(200)
|
|
$1.5200
|
|
5/1/2020
|
|
(205)
|
|
$1.5200
|
|
5/1/2020
|
|
(300)
|
|
$1.5201
|
|
5/1/2020
|
|
(100)
|
|
$1.5576
|
|
5/1/2020
|
|
(200)
|
|
$1.5576
|
|
5/1/2020
|
|
(100)
|
|
$1.5576
|
|
5/1/2020
|
|
(100)
|
|
$1.5576
|
|
5/1/2020
|
|
(100)
|
|
$1.5576
|
|
5/1/2020
|
|
(64)
|
|
$1.5575
|
|
|
(1)
|
The price per share reported is the weighted average price. The Reporting Persons undertake to
provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares purchased at each separate price.
|
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