Filing Details

Accession Number:
0001144204-19-009914
Form Type:
13D Filing
Publication Date:
2019-02-25 17:16:19
Filed By:
Fundamental Global Investors, Llc
Company:
Fundamental Global Inc. (ASX:FGF)
Filing Date:
2019-02-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Fundamental Global Investors 0 2,714,362 0 2,714,362 45.3%
Fundamental Global Partners Master Fund 0 450,656 0 450,656 7.5%
FGI Global Asset Allocation Fund, Ltd 0 5,296 0 5,296 0.1%
FGI Global Asset Allocation Master Fund 0 4,532 0 4,532 0.1%
Fundamental Activist Fund I 0 738,187 0 738,187 12.3%
FGI 1347 Holdings 0 477,282 0 477,282 8.0%
Ballantyne Strong, Inc 0 1,038,409 0 1,038,409 17.3%
D. Kyle Cerminara 4,667 2,714,362 4,667 2,714,362 45.4%
Lewis M. Johnson 4,667 2,714,362 4,667 2,714,362 45.4%
Filing

 

 

 

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. 12)*

 

1347 Property Insurance Holdings, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

68244P107

(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)

 

February 25, 2019

(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

 

 

 

 

 

CUSIP No. 68244P107 13D 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)

 

¨
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

 

2,714,362

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,714,362

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,714,362*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

*Fundamental Global Investors, LLC may also be deemed to be the beneficial owner of 34,620 shares of the Company’s 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”), that are directly held by Fundamental Global Partners Master Fund, LP, which represent approximately 4.9% of the Company’s outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible.
 

 

CUSIP No. 68244P107 13D Page 3 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Fundamental Global Partners 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)

 

¨
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

 

450,656

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

450,656

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

450,656*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

*Fundamental Global Partners Master Fund, LP also directly holds 34,620 shares of the Company’s Preferred Stock, which represent approximately 4.9% of the Company’s outstanding shares of Preferred Stock. The Preferred Stock is non-voting and non-convertible.

 

 

 

CUSIP No. 68244P107 13D Page 4 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

FGI Global Asset Allocation Fund, Ltd.

 
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

 

5,296

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,296

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

5,296

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

CUSIP No. 68244P107 13D Page 5 of 18 Pages

 

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)

 

¨
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

 

4,532

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

4,532

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

4,532

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 68244P107 13D Page 6 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Fundamental Activist Fund I, 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)

 

¨
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

 

738,187

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

738,187

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

738,187

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.3%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 68244P107 13D Page 7 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

FGI 1347 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)

 

¨
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

 

477,282

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

477,282

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

477,282

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.0%

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

 

 

CUSIP No. 68244P107 13D Page 8 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Ballantyne Strong, Inc.

 
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

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,038,409

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,038,409

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,038,409

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.3%

 
14

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

CUSIP No. 68244P107 13D Page 9 of 18 Pages

 

1

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

 

4,667

8

SHARED VOTING POWER

 

2,714,362

9

SOLE DISPOSITIVE POWER

 

4,667

10

SHARED DISPOSITIVE POWER

 

2,714,362

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,719,029

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.4%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

CUSIP No. 68244P107 13D Page 10 of 18 Pages

 

1

NAME OF REPORTING PERSON

 

Lewis M. Johnson

 
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

 

4,667

8

SHARED VOTING POWER

 

2,714,362

9

SOLE DISPOSITIVE POWER

 

4,667

10

SHARED DISPOSITIVE POWER

 

2,714,362

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

2,719,029

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.4%

 
14

TYPE OF REPORTING PERSON

 

IN

 

 

 

 

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 5,992,432 shares of Common Stock reported by the Company as outstanding as of November 9, 2018 in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.

 

 

 

CUSIP No. 68244P107 13D Page 11 of 18 Pages

 

This Amendment No. 12 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 12”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on June 18, 2015 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 12 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 12, the Schedule 13D remains unchanged.

 

Item 2. Identity and Background.

 

Information regarding the identity and background of each executive officer and director of BTN and BKTI is set forth on Schedule A and Schedule B to this Statement, respectively. Each of the individuals identified on Schedule A and Schedule B to this Statement is a U.S. citizen.

 

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A or Schedule B to this Statement has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

None of the Reporting Persons, any of their partners, managers, officers or other controlling persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule A or Schedule B to this Statement has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4. Purpose of Transaction.

 

On February 25, 2019, the Company announced that it, together with three of its wholly-owned subsidiaries, Maison Insurance Company (“Maison”), Maison Managers Inc. (“MMI”) and ClaimCor, LLC (“ClaimCor”), entered into an Equity Purchase Agreement (the “Agreement”) with FedNat Holding Company, a Florida corporation (“Purchaser”), providing for the sale of all of the issued and outstanding equity of Maison, MMI and ClaimCor to Purchaser, on the terms and subject to the conditions set forth in the Agreement (the “Transaction”).

 

In connection with the Agreement, on February 25, 2019, Fundamental Global Investors, LLC and FGI International USVI, LLC, as investment managers, the funds managed by Fundamental Global Investors, LLC and FGI International USVI, LLC, and BTN, as stockholders of the Company, entered into Voting Agreements with Purchaser, agreeing, among other things, to vote in favor of the Transaction. Copies of the Voting Agreements are filed as Exhibits 99.1, 99.2 and 99.3 to this Schedule 13D and are incorporated herein by reference.

 

None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein and except as may be proposed by Messrs. Cerminara and Johnson in their capacities as directors of the Company, or by such board of directors with Messrs. Cerminara’s and Johnson’s participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

The Reporting Persons may in the future acquire additional shares of Common Stock of the Company or dispose of some or all of the shares of Common Stock of the Company held by them in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law.

 

 

 

CUSIP No. 68244P107 13D Page 12 of 18 Pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Information set forth under Item 4 above is incorporated herein by reference.

 

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. 12, which agreement is set forth on the signature page to this Statement.

 

Item 7. Material to Be Filed as Exhibits.

 

  99.1 Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company, Fundamental Global Investors, LLC, as investment manager, and the stockholders listed on the signature page.
  99.2 Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company, FGI International USVI, LLC, as investment manager, and the stockholder listed on the signature page.
  99.3 Voting Agreement, dated as of February 25, 2019, by and between FedNat Holding Company and Ballantyne Strong, Inc., as a stockholder of the Company.

 

 

 

CUSIP No. 68244P107 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: February 25, 2019  
   
FUNDAMENTAL GLOBAL INVESTORS, LLC  
   
/s/ D. Kyle Cerminara  
D. Kyle Cerminara  
Chief Executive Officer, Partner and Manager  
   
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,  
by FG Partners GP, LLC, its general partner  
   
/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  
   
FUNDAMENTAL ACTIVIST FUND I, LP,  
by Fundamental Activist Fund I GP, LLC, its general partner  
   
/s/ D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  
 

 

CUSIP No. 68244P107 13D Page 14 of 18 Pages

 

FGI 1347 HOLDINGS, LP,  
by FGI 1347 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  
   
JOSEPH H. MOGLIA  
   
/s/ Joseph H. Moglia  
   
D. KYLE CERMINARA  
   
/s/ D. Kyle Cerminara  
   
LEWIS M. JOHNSON  
   
/s/ Lewis M. Johnson  
   
BALLANTYNE STRONG, INC.  
   
/s/ D. Kyle Cerminara  
D. Kyle Cerminara  
Chief Executive Officer  
   
BK TECHNOLOGIES, INC.  
   
/s/ William P. Kelly  
William P. Kelly  
Executive Vice President and Chief Financial Officer  
 

 

CUSIP No. 68244P107 13D Page 15 of 18 Pages

 

Schedule A

 

Identity and Background of Executive Officers of Ballantyne Strong, Inc.:

 

Name   Business Address  

Present Principal Occupation and Name, Principal

Business and Address of any Organization in

which such Employment Is Conducted

D. Kyle Cerminara  

4201 Congress Street, Suite 140

Charlotte, NC 28209

 

Chief Executive Officer, Co-Founder and Partner

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, NC 28209

         
   

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

Chief Executive Officer and Chairman of the Board of Directors

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

         
   

131 Plantation Ridge Drive,

Suite 100

Mooresville, NC 28117

   
         
Mark D. Roberson  

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

Executive Vice President and Chief Financial Officer

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

         
Ray F. Boegner  

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

President of Cinema

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

 

 

 

CUSIP No. 68244P107 13D Page 16 of 18 Pages

 

Identity and Background of Directors of Ballantyne Strong, Inc.:

 

Name   Business Address  

Present Principal Occupation and Name, Principal

Business and Address of any Organization in

which such Employment Is Conducted

D. Kyle Cerminara   See above.   See above.
         
William J. Gerber  

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

Director

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

         
Colonel Jack H. Jacobs  

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

Professor; Private Investor; Television Analyst; Director

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

         
Lewis M. Johnson  

c/o CWA Asset Management Group, LLC

9130 Galleria Court, Third Floor

Naples, FL 34109

 

Co-Chief Investment Officer

CWA Asset Management Group, LLC

9130 Galleria Court, Third Floor

Naples, FL 34109

         
   

c/o Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, NC 28209

 

President, Co-Founder and Partner

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, NC 28209

         
Charles T. Lanktree  

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

President and Chief Executive Officer

Eggland’s Best, LLC

2 Ridgedale Avenue, Suite 201

Cedar Knolls, NJ 07927

 

Eggland’s Best, LLC is a distributor of nationally branded eggs.

         
Robert J. Roschman  

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

Investor/Self-Employed

Roschman Enterprises

6300 NE 1st Avenue, Suite 300

Fort Lauderdale, FL 33334

 

Roschman Enterprises is involved in real estate, property management and property development.

         
Ndamukong Suh  

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

Professional Athlete; Independent Private Investor; Director

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

 

 

 

CUSIP No. 68244P107 13D Page 17 of 18 Pages

 

Schedule B

 

Identity and Background of Executive Officers of BK Technologies, Inc.

 

Name   Business Address  

Present Principal Occupation and Name, Principal

Business and Address of any Organization in which

such Employment Is Conducted

Timothy A. Vitou  

7100 Technology Drive

West Melbourne, FL 32904

 

 

 

President

BK Technologies, Inc.

7100 Technology Drive

West Melbourne, FL 32904 

         
William P. Kelly  

7100 Technology Drive

West Melbourne, FL 32904

 

 

Executive Vice President, Chief Financial Officer and

Secretary

BK Technologies, Inc.

7100 Technology Drive

West Melbourne, FL 32904 

         
Henry R. (Randy) Willis  

7100 Technology Drive

West Melbourne, FL 32904

 

Chief Operating Officer

BK Technologies, Inc.

7100 Technology Drive

West Melbourne, FL 32904

         
James R. Holthaus  

7100 Technology Drive

West Melbourne, FL 32904

 

Chief Technology Officer

BK Technologies, Inc.

7100 Technology Drive

West Melbourne, FL 32904

 

Identity and Background of Directors of BK Technologies, Inc.:

 

Name   Business Address  

Present Principal Occupation and Name, Principal

Business and Address of any Organization in which

such Employment Is Conducted

D. Kyle Cerminara  

4201 Congress Street, Suite 140

Charlotte, NC 28209

 

Chief Executive Officer, Co-Founder and Partner

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, NC 28209

         
   

11422 Miracle Hills Drive,

Suite 300

Omaha, NE 68154

 

 

Chief Executive Officer and Chairman of the Board of Directors

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

         
   

131 Plantation Ridge Drive,

Suite 100

Mooresville, NC 28117

   

 

 

 

CUSIP No. 68244P107 13D Page 18 of 18 Pages

 

Name   Business Address  

Present Principal Occupation and Name, Principal

Business and Address of any Organization in which

such Employment Is Conducted

Michael R. Dill  

7100 Technology Drive

West Melbourne, FL 32904

 

Vice President and General Manger

GKN Aerospace Engine Systems North America

142 James South McDonnell Boulevard

Hazelwood, MO 63042

 

GKN Aerospace Engine Systems North America, a privately-held company, designs and manufactures innovative smart aerospace systems and components.

         
Lewis M. Johnson  

c/o CWA Asset Management Group, LLC

9130 Galleria Court, Third Floor

Naples, FL 34109

 

Co-Chief Investment Officer

CWA Asset Management Group, LLC

9130 Galleria Court, Third Floor

Naples, FL 34109

         
   

c/o Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, NC 28209

 

President, Co-Founder and Partner

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, NC 28209

         

Charles T. Lanktree

 

 

7100 Technology Drive

West Melbourne, FL 32904

 

President and Chief Executive Officer

Eggland’s Best, LLC

2 Ridgedale Avenue, Suite 201

Cedar Knolls, NJ 07927

 

Eggland’s Best, LLC is a distributor of nationally branded eggs.

         
General E. Gray Payne  

7100 Technology Drive

West Melbourne, FL 32904

 

 

Chairman of Marine Corps. Association & Foundation

715 Broadway St

Quantico, VA 22134

         
John W. Struble  

7100 Technology Drive

West Melbourne, FL 32904

 

Chief Financial Officer

IntraPac International Corporation

136 Fairview Road, Suite 320

Mooresville, NC 28117

 

IntraPac International Corporation is a private equity owned manufacturing company.

         
Ryan R.K. Turner  

7100 Technology Drive

West Melbourne, FL 32904

 

Vice President of Strategic Investments

Ballantyne Strong, Inc.

11422 Miracle Hills Drive, Suite 300

Omaha, NE 68154

 

Ballantyne Strong, Inc. is a publicly-held holding company with diverse business activities focused on serving the cinema, retail, financial, and government markets.