Statement of Changes in Beneficial Ownership (4)
April 16 2020 - 06:15PM
Edgar (US Regulatory)
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 OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Fundamental
Global Investors, LLC |
2. Issuer Name and Ticker or Trading
Symbol 1347 Property Insurance Holdings, Inc. [ PIH
] |
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)
4201 CONGRESS STREET, SUITE 140, |
3. Date of Earliest Transaction (MM/DD/YYYY)
4/16/2020
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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) ___
Form filed by One Reporting Person
_ X _ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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, $0.001 par
value |
4/16/2020 |
|
P |
|
50000 (6) |
A |
$4.75 |
500656 (1)(2)(5) |
I |
Fundamental Global Partners Master Fund,
LP |
Common Stock, $0.001 par
value |
4/16/2020 |
|
P |
|
50000 (6) |
A |
$4.75 |
788187 (1)(2)(5) |
I |
Fundamental Activist Fund I,
LP |
Common Stock, $0.001 par
value |
4/16/2020 |
|
P |
|
32000 |
A |
$4.75 |
532656 (1)(2)(5) |
I |
Fundamental Global Partners Master Fund,
LP |
Common Stock, $0.001 par
value |
4/16/2020 |
|
P |
|
15012 |
A |
$4.7499 (8) |
547668 (1)(2)(5) |
I |
Fundamental Global Partners Master Fund,
LP |
Common Stock, $0.001 par
value |
4/16/2020 |
|
P |
|
12 |
A |
$4.7499 (8) |
788199 (1)(2)(5) |
I |
Fundamental Activist Fund I,
LP |
Common Stock, $0.001 par
value |
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477282 (1)(2)(3)(5) |
I |
FGI 1347 Holdings, LP |
Common Stock, $0.001 par
value |
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5296 (1)(2)(5) |
I |
FGI Global Asset Allocation Fund,
Ltd. |
Common Stock, $0.001 par
value |
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4532 (1)(2)(5) |
I |
FGI Global Asset Allocation Master Fund,
LP |
Common Stock, $0.001 par
value |
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1038409 (1)(2)(5) |
I |
Ballantyne Strong, Inc. |
8.00% Cumulative Preferred Stock, Series A,
$25.00 par value |
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34620 (4)(5) |
I |
Fundamental Global Partners Master Fund,
LP |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
$6.00 |
4/16/2020 |
|
P |
|
50000 (7) |
|
4/16/2020 |
4/16/2022 |
Common Stock |
50000 |
$1.00 |
50000 (7) |
I |
Fundamental Global Partners Master Fund,
LP |
Call Option (Right to Buy) |
$6.00 |
4/16/2020 |
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P |
|
50000 (7) |
|
4/16/2020 |
4/16/2022 |
Common Stock |
50000 |
$1.00 |
50000 (7) |
I |
Fundamental Activist Fund I,
LP |
Explanation of
Responses: |
(1) |
The Reporting Persons
beneficially own in the aggregate 2,961,386 shares of Common Stock
(including 100,000 shares that may be acquired pursuant to a call
option), which represent approximately 48.8% of the Company's
outstanding shares of Common Stock. Fundamental Global Investors,
LLC may be deemed to be a beneficial owner of the shares of Common
Stock that are directly owned by Fundamental Global Partners Master
Fund, LP ("FGPM"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"),
FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental
Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and
Ballantyne Strong, Inc. ("BTN"). |
(2) |
In addition, CWA, of which
50% is owned by Fundamental Global Investors, LLC, holds 69,710
shares of Common Stock for the accounts of individual investors
(excluding shares held in CWA accounts for other Reporting Persons,
which are separately reported on this form), which represent
approximately 1.1% of the Company's outstanding shares of Common
Stock. Messrs. Cerminara and Johnson also each hold 7,141 shares of
Common Stock and restricted stock units representing the right to
receive 16,294 shares of Common Stock upon vesting. In addition,
Mr. Moglia holds 16,216 shares of Common Stock through
trusts. |
(3) |
BK Technologies Corporation
("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is
Chairman of the Board of Directors of BKTI and Mr. Johnson is
Co-Chairman of the Board of Directors of BKTI. |
(4) |
The Reporting Persons
beneficially own in the aggregate 34,620 shares of Preferred Stock,
which represent approximately 4.9% of the outstanding shares of
Preferred Stock. Fundamental Global Investors, LLC may be deemed to
be a beneficial owner of the shares of Preferred Stock that are
directly owned by FGPM. In addition, for the accounts of individual
investors, CWA, of which 50% is owned by Fundamental Global
Investors, LLC, also holds 53,665 shares of Preferred Stock,
including 44 shares of Preferred Stock held by Mr. Cerminara in a
joint account with his spouse. |
(5) |
Due to their positions with
Fundamental Global Investors, LLC and affiliated entities, Messrs.
Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to
be beneficial owners of the shares of Common Stock disclosed as
directly owned by FGPM, FGAA, FGGM, FAFI and FGIH and the shares of
Preferred Stock disclosed as directly owned by FGPM. Due to their
positions with BTN, Fundamental Global Investors, LLC and
affiliated entities, Messrs. Cerminara and Johnson may be deemed to
be beneficial owners of the shares of Common Stock disclosed as
directly owned by BTN. Each Reporting Person disclaims beneficial
ownership of the shares referred to herein except to the extent of
his or its pecuniary interest therein. |
(6) |
Represents shares of Common
Stock acquired by Fundamental Global Investors, LLC, on behalf of
the funds managed by it, from Fund Management Group LLC ("FMG"), in
a privately negotiated transaction, pursuant to a Purchase
Agreement, dated as of April 16, 2020, between FMG and Fundamental
Global Investors, LLC (the "Purchase Agreement"). The aggregate
purchase price for the 100,000 total shares acquired pursuant to
the Purchase Agreement was $475,000. |
(7) |
Represents a call option to
purchase shares of Common Stock, for a purchase price of $6.00 per
share, acquired by Fundamental Global Investors, LLC, on behalf of
the funds managed by it, from FMG pursuant to the Purchase
Agreement. The shares subject to the call option may be acquired at
any time during the two-year period beginning on the date of the
Purchase Agreement, ending at 5:00 p.m. Eastern time on April 16,
2022.The aggregate purchase price for the call option acquired
pursuant to the Purchase Agreement was $100,000. |
(8) |
The price reported
represents a weighted average price. These shares were purchased in
multiple transactions at prices ranging from $4.70 and $4.75 per
share. 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Fundamental Global Investors, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC 28209 |
X |
X |
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BALLANTYNE STRONG, INC.
4201 CONGRESS STREET, SUITE 175
CHARLOTTE, NC 28209 |
|
X |
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BK Technologies Corp
7100 TECHNOLOGY DRIVE
WEST MELBOURNE,, FL 32904 |
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X |
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Cerminara Kyle
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC 28209 |
X |
X |
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Johnson Lewis M
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC 28209 |
X |
X |
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MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC 28209 |
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Group Member |
Signatures
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FUNDAMENTAL GLOBAL INVESTORS, LLC /s/ D. Kyle
Cerminara, Chief Executive Officer, Partner and
Manager |
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4/16/2020 |
**Signature of
Reporting Person |
Date |
BALLANTYNE STRONG, INC. /s/ Mark D. Roberson,
Chief Executive Officer |
|
4/16/2020 |
**Signature of
Reporting Person |
Date |
BK TECHNOLOGIES CORPORATION /s/ William P. Kelly,
Executive Vice President and Chief Financial
Officer |
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4/16/2020 |
**Signature of
Reporting Person |
Date |
/s/ D. Kyle Cerminara |
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4/16/2020 |
**Signature of
Reporting Person |
Date |
/s/ Lewis M. Johnson |
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4/16/2020 |
**Signature of
Reporting Person |
Date |
/s/ Joseph H. Moglia |
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4/16/2020 |
**Signature of
Reporting Person |
Date |