4//SEC Filing
Mitchell Michael C 4
Accession 0001493152-24-008592
CIK 0001591890other
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 5:18 PM ET
Size
8.7 KB
Accession
0001493152-24-008592
Insider Transaction Report
Form 4
Mitchell Michael C
Director
Transactions
- Award
Common Stock
2024-02-29+66,777→ 286,095 total - Award
Common Stock
2024-02-29+20,833→ 306,928 total
Holdings
- 3,064
8.00% Cumulative Preferred Stock, Series A, $25.00 par value
Footnotes (4)
- [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]Received in the Merger in exchange for an equal number of shares of Company Common Stock.
- [F3]Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") 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.
- [F4]The Parent RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date.
Documents
Issuer
Fundamental Global Inc.
CIK 0001591890
Entity typeother
Related Parties
1- filerCIK 0001887900
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 5:18 PM ET
- Size
- 8.7 KB