Filing Details

Accession Number:
0001213900-20-040892
Form Type:
13D Filing
Publication Date:
2020-12-03 21:30:31
Filed By:
Fundamental Global Investors, Llc
Company:
Fg Group Holdings Inc. (NYSE:FGH)
Filing Date:
2020-12-04
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 5,156,376 0 6,525,485 6,525,485 44.1%
Fundamental Global Partners Master Fund 0 2,182,791 0 2,182,791 2,182,791 14.8%
Fundamental Global Holdings 0 853,619 0 853,619 853,619 5.8%
FGI Global Asset Allocation Fund, Ltd 0 34,911 0 34,911 34,911 0.2%
FGI Global Asset Allocation Master Fund 0 267,164 0 267,164 267,164 1.8%
Fundamental Activist Fund I 0 1,793,591 0 1,793,591 1,793,591 12.1%
Fundamental Global Capital Appreciation Fund 0 24,300 0 24,300 24,300 0.2%
CWA Asset Management Group 0 0 0 1,369,109 1,369,109 9.3%
Joseph H. Moglia 300,861 335,430 0 636,291 636,291 4.3%
D. Kyle Cerminara 305,259 5,156,376 173,540 6,525,485 6,699,025 45.3%
Lewis M. Johnson 40,610 5,156,376 32,110 6,525,485 6,557,595 44.3%
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. 21)*

 

BALLANTYNE STRONG, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 

058516105
(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:

 

Patrick Gadson

Vinson & Elkins

1114 Avenue of the Americas, 32nd Floor

New York, New York 10036

(212) 237-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 18, 2020
(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).

 

 

 

 

 

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 ITEMS 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

5,156,376

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,525,485

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,525,485

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.1%

 
14

TYPE OF REPORTING PERSON

OO

 

 

 

 

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 ITEMS 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

2,182,791

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,182,791

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,182,791

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

14.8%

 
14

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

1

NAME OF REPORTING PERSON

Fundamental Global 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 ITEMS 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

853,619

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

853,619

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

853,619

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

 
14

TYPE OF REPORTING PERSON

PN

 

 

 

 

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 ITEMS 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

34,911

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

34,911

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

34,911

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

 
14

TYPE OF REPORTING PERSON

OO

 

 

 

 

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 ITEMS 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

267,164

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

267,164

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

267,164

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%

 
14

TYPE OF REPORTING PERSON

PN

 

 

 

 

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 ITEMS 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

1,793,591

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,793,591

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,793,591

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.1%

 
14

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

1

NAME OF REPORTING PERSON

Fundamental Global Capital Appreciation 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 ITEMS 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

24,300

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

24,300

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

24,300

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%

 
14

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

1

NAME OF REPORTING PERSON

CWA Asset Management Group, LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a):

(b):

3 SEC USE ONLY  
4

SOURCE OF FUNDS

OO

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,369,109

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,369,109

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.3%

 
14

TYPE OF REPORTING PERSON

OO

  

 

 

 

1

NAME OF REPORTING PERSON

Joseph H. Moglia

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a):

(b):

3 SEC USE ONLY  
4

SOURCE OF FUNDS

PF; AF

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

300,861

8

SHARED VOTING POWER

335,430

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

636,291

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

636,291

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.3%

 
14

TYPE OF REPORTING PERSON

IN

 

 

 

 

 

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 ITEMS 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

305,259(1)

8

SHARED VOTING POWER

5,156,376

9

SOLE DISPOSITIVE POWER

173,540(2)

10

SHARED DISPOSITIVE POWER

6,525,485

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,699,025(3)

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

IN

 

 

 

 

 

(1)Includes (i) 234,441 shares directly held by Mr. Cerminara, (ii) 16,044 shares held in Mr. Cerminara’s 401(k) account, (iii) 26,000 shares purchasable pursuant to stock options that are exercisable within 60 days of the filing of this Statement, (iv) 13,334 shares potentially issuable to Mr. Cerminara upon the vesting of restricted stock units within 60 days of the filing of this Statement, (v) 11,220 shares held by Mr. Cerminara’s wife, and (vi) 4,220 shares held by Mr. Cerminara’s minor children. Does not include 78,662 shares potentially issuable to Mr. Cerminara pursuant to grants of restricted stock units.

 

(2)Includes 26,000 shares purchasable pursuant to stock options that are exercisable within 60 days of the filing of this Statement. Does not include 131,719 shares beneficially owned by Mr. Cerminara (including the 11,220 shares held by Mr. Cerminara’s wife and the 4,220 shares held by Mr. Cerminara’s children) that are held in CWA customer accounts. Does not include 78,662 shares potentially issuable to Mr. Cerminara pursuant to grants of restricted stock units.

 

(3)Includes (i) 26,000 shares purchasable pursuant to stock options that are exercisable within 60 days of the filing of this Statement, and (ii) 13,334 shares potentially issuable to Mr. Cerminara upon the vesting of restricted stock units within 60 days of the filing of this Statement.

 

 

 

 

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 ITEMS 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

40,610(1)

8

SHARED VOTING POWER

5,156,376

9

SOLE DISPOSITIVE POWER

32,110(1)(2)

10

SHARED DISPOSITIVE POWER

6,525,485

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,557,595(1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

44.3%

 
14

TYPE OF REPORTING PERSON

IN

 

 

 

 

 

(1)Does not include 45,038 shares potentially issuable to Mr. Johnson pursuant to grants of restricted stock units.

 

(2)Does not include 8,500 shares beneficially owned by Mr. Johnson that are held in CWA customer accounts.

 

 

 

This Amendment No. 21 to the Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 21”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (this “Statement” or “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ballantyne Strong, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 21 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 21 the Schedule 13D remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows: FGPM, $7,764,216; FGHP, $3,570,444; FGAA, $154,782; FGGM, $677,973; FAFI, $6,612,006; Mr. Moglia, $2,947,390; Mr. Cerminara (with respect to the shares acquired by him and his family members through the open market), $424,322; and Mr. Johnson (with respect to the shares acquired by him through the open market), $61,425. The source of these funds was working capital or personal funds, as applicable. The shares of Common Stock reported as owned by FGCA were acquired as a result of contributions in-kind from customer accounts managed by CWA with a cost basis of $43,983. The total cost for purchases by CWA’s customers reported in this Amendment No. 21 was approximately $2,995,302 (excluding shares held in CWA customer accounts for Messrs. Moglia, Cerminara and Johnson). The source of funds for the shares of Common Stock acquired for the accounts of CWA’s customers were funds of such customers. The cost for purchasing the shares held by Mr. Ferguson was approximately $4,618; the source of funds was personal funds.

 

Item 5. Interest in Securities of the Issuer.

 

(a)       The Reporting Persons beneficially own in the aggregate 6,731,135 shares of Common Stock, which represents approximately 45.5% of the Company’s outstanding shares of Common Stock.

 

Each of FGPM, FGHP, FGAA, FGGM, FAFI and FGCA directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly hold any of the shares of Common Stock disclosed in this Statement, except as described below.

 

CWA, in its role as investment advisor for customer accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Messrs. Beynon, Cerminara, Ferguson and Johnson, as managers of CWA, may each be deemed to beneficially own the number of shares of Common Stock held in CWA’s customer accounts and disclosed as beneficially owned by CWA in the applicable table set forth on the cover page to this Statement. In addition, the number of shares disclosed as beneficially owned by CWA includes 131,719 shares held in a customer account for Mr. Cerminara (including 11,220 shares held in a customer account for Mr. Cerminara’s spouse and 4,220 shares held in a customer account for Mr. Cerminara’s minor children) and 8,500 shares held in a customer account for Mr. Johnson. Each of Fundamental Global Investors, LLC and Messrs. Beynon and Ferguson expressly disclaims beneficial ownership of the shares held in CWA’s customer accounts and each of Messrs. Cerminara and Johnson expressly disclaims beneficial ownership of the shares held in CWA’s customer accounts, except to the extent of their pecuniary interest therein. Mr. Ferguson also directly holds 1,000 shares of Common Stock.

 

Mr. Moglia holds 300,861 shares of Common Stock directly, all of which are held by CWA in a customer account, beneficially holds 299,394 shares of Common Stock through the Moglia Family Foundation, all of which are held by CWA in a customer account, and beneficially holds 36,036 shares of Common Stock through a trust, all of which are held by CWA in a customer account.

 

The 305,259 shares of Common Stock beneficially owned by Mr. Cerminara include (i) 234,441 shares directly held by Mr. Cerminara, (ii) 16,044 shares held in Mr. Cerminara’s 401(k) account, (iii) 26,000 shares purchasable pursuant to stock options that are exercisable within 60 days of the filing of this Statement, (iv) 13,334 shares potentially issuable to Mr. Cerminara upon the vesting of restricted stock units (RSUs) within 60 days of the filing of this Statement, (v) 11,220 shares held by Mr. Cerminara’s wife and (vi) 4,220 shares held by Mr. Cerminara’s minor children. Of the 305,259 shares, 131,719 shares (including 11,220 shares held by Mr. Cerminara’s wife and 4,220 shares held by Mr. Cerminara’s children) are held in a CWA customer account. Mr. Cerminara also holds options exercisable within 60 days of the filing of this Amendment No. 21 for (i) 20,000 shares at an exercise price of $4.70 per share and (ii) 6,000 shares at an exercise price of $2.89 per share.

 

 

 

The 40,610 shares of Common Stock beneficially owned by Mr. Johnson include 8,500 shares held in a CWA customer account.

 

The shares of Common Stock beneficially owned by Mr. Cerminara do not include (i) 50,000 shares potentially issuable upon the vesting RSUs granted by the Company on June 6, 2019, and (ii) 28,662 shares potentially issuable upon the vesting of RSUs granted by the Company on July 1, 2020. The vesting of RSUs granted to Mr. Cerminara on January 26, 2018 and June 6, 2019 is subject to Mr. Cerminara’s continued service as a director of the Company. With respect to the vesting of the RSUs granted to Mr. Cerminara on July 1, 2020, in the event Mr. Cerminara makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated to the Board of Directors for election by stockholders, other than for good reason as determined by the Board of Directors in its discretion, then the RSUs will vest in full as of Mr. Cerminara’s last date of service as a director of the Company.

 

The shares of Common Stock beneficially owned by Mr. Johnson do not include (i) 16,376 shares potentially issuable upon the vesting of RSUs granted by the Company on July 1, 2019 and (ii) 28,662 shares potentially issuable upon the vesting of RSUs granted by the Company on July 1, 2020. In the event Mr. Johnson makes himself available and consents to be nominated by the Company for continued service as a director of the Company, but is not nominated to the Board of Directors for election by stockholders, other than for good reason as determined by the Board of Directors in its discretion, then the RSUs will vest in full as of Mr. Johnson’s last date of service as a director of the Company.

 

Each percentage ownership of Common Stock set forth in this Statement is based on the 14,790,374 shares of Common Stock reported by the Company as outstanding as of November 9, 2020 in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2020.

 

Fundamental Global Investors, LLC may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPM, FGHP, FGAA, FGGM, FAFI and FGCA. FGI International USVI, LLC, as the investment manager to FGAA, may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGAA. FGI Funds Management, LLC, as the investment manager to FGPM, FGHP, FGGM and FAFI (as the relying advisor to Fundamental Global Investors, LLC), may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPM, FGHP, FGGM and FAFI. Fundamental Global Capital Appreciation Advisor, LLC, as the investment manager to FGCA (as the relying advisor to Fundamental Global Investors, LLC), may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGCA. As principals of FGI International USVI, LLC, Messrs. Cerminara and Johnson may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGAA. As principals of FGI Funds Management, LLC, Messrs. Cerminara and Johnson may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPM, FGHP, FGGM and FAFI. As principals of Fundamental Global Capital Appreciation Advisor, LLC, Fundamental Global Investors, LLC and Larson Advisory Services, LLC may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGCA. As principals of Fundamental Global Investors, LLC, Messrs. Moglia, Cerminara and Johnson may be deemed to beneficially own the shares of Common Stock disclosed as directly owned by FGPM, FGHP, FGAA, FGGM, FAFI and FGCA. Each of Messrs. Moglia, Cerminara and Johnson expressly disclaims such beneficial ownership. The Reporting Persons may be deemed to be a “group.”

 

(b) Each of FGPM, FGHP, FGAA, FGGM, FAFI and FGCA beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Fundamental Global Investors, LLC has the shared power to direct the voting and disposition of the shares of Common Stock held by FGPM, FGHP, FGAA, FGGM, FAFI and FGCA. FGI International USVI, LLC, as the investment manager to FGAA, has the shared power to direct the voting and disposition of the shares of Common Stock held by FGAA. FGI Funds Management, LLC, as the investment manager to FGPM, FGHP, FGGM and FAFI (as the relying advisor to Fundamental Global Investors, LLC), has the shared power to direct the voting and disposition of the shares of Common Stock held by FGPM, FGHP, FGGM and FAFI. Messrs. Cerminara and Johnson, as principals of FGI International USVI, LLC, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by FGAA. Messrs. Cerminara and Johnson, as principals of FGI Funds Management, LLC, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by FGPM, FGHP, FGGM and FAFI. Fundamental Global Capital Appreciation Advisor, LLC, as the investment manager to FGCA (as the relying advisor to Fundamental Global Investors, LLC), has the shared power to direct the voting and disposition of the shares of Common Stock held by FGCA. Messrs. Moglia, Cerminara and Johnson, as principals of Fundamental Global Investors, LLC, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by FGPM, FGHP, FGAA, FGGM, FAFI and FGCA. Messrs. Moglia, Cerminara and Johnson have the power to direct the voting and disposition of the respective shares of Common Stock directly held by them, except with regard to the shares held by Messrs. Moglia, Cerminara and Johnson in CWA customer accounts over which they share voting power with CWA.

 

 

 

CWA has the power to direct the disposition of the shares of Common Stock held in its customer accounts while CWA’s customers retain the power to direct the voting of the shares of Common Stock held in their respective accounts. CWA, in its role as investment advisor for customer accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Messrs. Beynon, Cerminara, Ferguson and Johnson, as managers of CWA, may each be deemed to beneficially own, and to have the shared power to direct the disposition of, the number of shares of Common Stock held in the CWA’s customer accounts and disclosed as beneficially owned by CWA in the applicable table set forth on the cover page to this Statement. Each of Fundamental Global Investors, LLC and Messrs. Beynon and Ferguson expressly disclaims such beneficial ownership and each of Messrs. Cerminara and Johnson expressly disclaims such beneficial ownership, except to the extent of their pecuniary interest therein. Mr. Ferguson has the power to direct the voting and disposition of the shares of Common Stock directly held by him.

 

(c) Transactions effected by FGPM, FGGM and customer accounts managed by CWA in the Common Stock during the past 60 days are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market. In addition, shares of Common Stock were transferred out of customer accounts managed by CWA as follows: on October 19, 2020, 3,750 shares; on November 25, 2020, 2,000 shares; and on December 1, 2020, 1,400 shares. In addition, shares of Common Stock were transferred into customer accounts managed by CWA as follows: on November 25, 2020, 2,000 shares.

 

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

 

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

 

 

 

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: December 3, 2020

 

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  
   
FUNDAMENTAL GLOBAL HOLDINGS, LP,  
by FGI Holdings 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  
   
FUNDAMENTAL GLOBAL CAPITAL APPRECIATION FUND, LP,  
by Fundamental Global Capital Appreciation 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  
   
FUNDAMENTAL GLOBAL CAPITAL APPRECIATION ADVISOR, LLC  
   
/s/ D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  
   
CWA ASSET MANAGEMENT GROUP, LLC  
   
/s/ D. Kyle Cerminara  
D. Kyle Cerminara  
Co-Chief Investment Officer  
   
JOSEPH H. MOGLIA  
   
/s/ Joseph H. Moglia  
   
D. KYLE CERMINARA  
   
/s/ D. Kyle Cerminara  
   
LEWIS M. JOHNSON  
   
/s/ Lewis M. Johnson  

 

 

 

Schedule A

 

Transactions in the Common Stock in the Past 60 Days:

 

Fundamental Global Partners Master Fund, LP:

 

 

Transaction Date  Number of Shares Bought/(Sold)(1)   Price Per Share ($)(2) 
10/5/2020   393    1.5560 
10/6/2020   784    1.5732 
10/7/2020   650    1.5586 
10/8/2020   1,218    1.5853 
10/9/2020   1,882    1.6404 
10/12/2020   1,771    1.6141 
10/13/2020   842    1.5731 
10/14/2020   2,056    1.5759 
10/15/2020   1,875    1.5880 
10/16/2020   1,041    1.5706 
10/19/2020   1,105    1.5647 
10/20/2020   2,473    1.5668 
10/21/2020   2,228    1.5182 
10/22/2020   2,873    1.5288 
10/23/2020   826    1.5319 
10/26/2020   390    1.5383 
10/27/2020   3,162    1.5821 
10/28/2020   1,365    1.6000 
10/29/2020   3,162    1.6000 
10/30/2020   2,363    1.5799 
11/2/2020   3,555    1.6020 
11/3/2020   5,037    1.5867 
11/4/2020   3,713    1.5207 
11/5/2020   1,541    1.5084 
11/6/2020   520    1.4938 
11/9/2020   5,570    1.5662 
11/10/2020   3,359    1.5726 
11/11/2020   1,300    1.5900 
11/12/2020   5,181    1.5902 
11/13/2020   5,506    1.5827 
11/16/2020   9,403    1.7134 
11/17/2020   6,012    1.7807 
11/18/2020   9,754    1.8876 
11/19/2020   2,678    1.9410 
11/20/2020   2,048    1.8544 
11/23/2020   4,824    1.9194 
11/24/2020   1,799    1.9241 
11/25/2020   1,424    1.8974 
11/27/2020   2,376    1.9505 
11/30/2020   3,584    1.8765 
12/1/2020   3.559    1.9553 
12/2/2020   7,119    2.0117 

 

 

 

(1)All shares were purchased pursuant to a Rule 10b5-1 trading plan entered into by Fundamental Global Investors, LLC on behalf of the funds managed by it.

 

(2)Except for the price per share for the trades reported on October 28, 2020, the price per share reported is the weighted average price. 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.

 

 

Schedule A (continued)

 

Transactions in the Common Stock in the Past 60 Days:

 

FGI Global Asset Allocation Master Fund, LP:

 

Transaction Date  Number of Shares Bought/(Sold)(1)   Price Per Share ($)(2) 
10/5/2020   212    1.5560 
10/6/2020   422    1.5732 
10/7/2020   350    1.5586 
10/8/2020   656    1.5853 
10/9/2020   1,014    1.6404 
10/12/2020   954    1.6141 
10/13/2020   454    1.5731 
10/14/2020   1,107    1.5759 
10/15/2020   1,011    1.5880 
10/16/2020   562    1.5706 
10/19/2020   595    1.5647 
10/20/2020   1,331    1.5668 
10/21/2020   1,200    1.5182 
10/22/2020   1,547    1.5288 
10/23/2020   444    1.5319 
10/26/2020   210    1.5383 
10/27/2020   1,703    1.5821 
10/28/2020   735    1.6000 
10/29/2020   1,703    1.6000 
10/30/2020   1,272    1.5799 
11/2/2020   1,914    1.6020 
11/3/2020   2,712    1.5867 
11/4/2020   2,000    1.5207 
11/5/2020   830    1.5084 
11/6/2020   280    1.4938 
11/9/2020   2,999    1.5662 
11/10/2020   1,808    1.5726 
11/11/2020   700    1.5900 
11/12/2020   2,790    1.5902 
11/13/2020   2,964    1.5827 
11/16/2020   5,064    1.7134 
11/17/2020   3,237    1.7807 
11/18/2020   5,252    1.8876 
11/19/2020   1,442    1.9410 
11/20/2020   1,103    1.8544 
11/23/2020   2,599    1.9194 
11/24/2020   969    1.9241 
11/25/2020   766    1.8974 
11/27/2020   1,280    1.9505 
11/30/2020   1,930    1.8765 
12/1/2020   1,916    1.9553 
12/2/2020   3,834    2.0117 

 

 

 

(1)All shares were purchased pursuant to a Rule 10b5-1 trading plan entered into by Fundamental Global Investors, LLC on behalf of the funds managed by it.

 

(2)Except for the price per share for the trades reported on October 28, 2020, the price per share reported is the weighted average price. 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.

 

 

 

Schedule A (continued)

 

Transactions in the Common Stock in the Past 60 Days:

 

Customer Accounts Managed by CWA Asset Management Group, LLC:

  

Transaction Date  Number of Shares Bought/(Sold)   Price Per Share ($)(1) 
10/6/2020   (416)  $1.5750 
10/14/2020   (1,800)  $1.6000 
10/15/2020   (1,749)  $1.6000 
10/28/2020   (2,000)  $1.6000 
10/28/2020   (635)  $1.5900 
11/25/2020   (2,000)  $1.9000 
11/30/2020   (215)  $1.8441 
11/30/2020   (764)  $1.8291 
11/30/2020   (4,700)  $1.8272 
11/30/2020   (944)  $1.8201 
11/30/2020   (134)  $1.8550 
11/30/2020   (1,100)  $1.9100 
11/30/2020   (700)  $1.9100 
11/30/2020   (50)  $1.9000 
11/30/2020   (225)  $1.9000 
11/30/2020   (100)  $1.9100 
11/30/2020   (100)  $1.9100 
11/30/2020   (100)  $1.9100 
11/30/2020   (100)  $1.9100 
11/30/2020   (100)  $1.9100 
11/30/2020   (100)  $1.9100 

 

 

 

(1)The price per share reported is the weighted average price. 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.