Statement of Changes in Beneficial Ownership (4)
August 14 2020 - 07:19PM
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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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 * Cerminara
Kyle |
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)
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 |
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 |
8/12/2020 |
|
A |
|
8714 (1) |
A |
$0 |
32149 (2) |
D |
|
Common Stock |
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|
|
|
|
|
|
1907184 (3) |
I |
Fundamental Global |
Common Stock |
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|
|
|
|
|
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1038409 (4) |
I |
Ballantyne Strong, Inc. |
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 |
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|
|
|
|
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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
|
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
|
/s/ Kyle Cerminara |
|
8/14/2020 |
**Signature of
Reporting Person |
Date |