4//SEC Filing
Major Todd Robert 4
Accession 0001493152-24-008550
CIK 0000946454other
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 5:06 PM ET
Size
11.6 KB
Accession
0001493152-24-008550
Insider Transaction Report
Form 4
Major Todd Robert
CFO, Sec. & Treas
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2024-02-29−10,000→ 0 totalExercise: $1.60Exp: 2030-10-09→ Common Stock (10,000 underlying) - Disposition to Issuer
Common Stock
2024-02-29−47,045→ 0 total - Disposition to Issuer
Common Stock
2024-02-29−50,000→ 0 total
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
FG Group Holdings Inc.
CIK 0000946454
Entity typeother
Related Parties
1- filerCIK 0001809635
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 5:06 PM ET
- Size
- 11.6 KB