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Filing Details

Accession Number:: 0001104659-20-047735
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-16 18:14:38
Reporting Period:: 2020-04-16

Accepted Time:: 2020-04-16 18:14:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1591890	1347 Property Insurance Holdings Inc.	PIH	Radio & Tv Broadcasting & Communications Equipment (3663)	NV

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
2186	Bk Technologies Corp	7100 Technology Drive West Melbourne, FL 32904	No	No	Yes	No
946454	Ballantyne Strong, Inc.	4201 Congress Street, Suite 175 Charlotte NC 28209	No	No	Yes	No
1187586	H Joseph Moglia	C/O Fundamental Global Investors, Llc 4201 Congress Street, Suite 140 Charlotte NC 28209	No	No	No	Yes
1591508	Fundamental Global Investors, Llc	4201 Congress Street, Suite 140 Charlotte NC 28209	Yes	No	Yes	No
1619951	M Lewis Johnson	C/O Fundamental Global Investors, Llc 4201 Congress Street, Suite 140 Charlotte NC 28209	Yes	No	Yes	No
1619991	Kyle Cerminara	C/O Fundamental Global Investors, Llc 4201 Congress Street, Suite 140 Charlotte NC 28209	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value	Acquisiton	2020-04-16	50,000	$4.75	500,656	No	4	P	Indirect	Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 Par Value	Acquisiton	2020-04-16	50,000	$4.75	788,187	No	4	P	Indirect	Fundamental Activist Fund I, LP
Common Stock, $0.001 Par Value	Acquisiton	2020-04-16	32,000	$4.75	532,656	No	4	P	Indirect	Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 Par Value	Acquisiton	2020-04-16	15,012	$4.75	547,668	No	4	P	Indirect	Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 Par Value	Acquisiton	2020-04-16	12	$4.75	788,199	No	4	P	Indirect	Fundamental Activist Fund I, LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Fundamental Global Partners Master Fund, LP
No	4	P	Indirect	Fundamental Activist Fund I, LP
No	4	P	Indirect	Fundamental Global Partners Master Fund, LP
No	4	P	Indirect	Fundamental Global Partners Master Fund, LP
No	4	P	Indirect	Fundamental Activist Fund I, LP

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Call Option (Right to Buy)	Acquisiton	2020-04-16	50,000	$1.00	50,000	$6.00
Common Stock	Call Option (Right to Buy)	Acquisiton	2020-04-16	50,000	$1.00	50,000	$6.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
50,000	2020-04-16	2022-04-16	No	4	P	Indirect
50,000	2020-04-16	2022-04-16	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value	477,282	Indirect	FGI 1347 Holdings, LP
Common Stock, $0.001 Par Value	5,296	Indirect	FGI Global Asset Allocation Fund, Ltd.
Common Stock, $0.001 Par Value	4,532	Indirect	FGI Global Asset Allocation Master Fund, LP
Common Stock, $0.001 Par Value	1,038,409	Indirect	Ballantyne Strong, Inc.
8.00% Cumulative Preferred Stock, Series A, $25.00 Par Value	34,620	Indirect	Fundamental Global Partners Master Fund, LP

Footnotes

The Reporting Persons beneficially own in the aggregate 2,961,386 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 48.8% of the Company's outstanding shares of Common Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by Fundamental Global Partners Master Fund, LP ("FGPM"), FGI Global Asset Allocation Fund, Ltd. ("FGAA"), FGI Global Asset Allocation Master Fund, LP ("FGGM"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN").
In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 69,710 shares of Common Stock for the accounts of individual investors (excluding shares held in CWA accounts for other Reporting Persons, which are separately reported on this form), which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 7,141 shares of Common Stock and restricted stock units representing the right to receive 16,294 shares of Common Stock upon vesting. In addition, Mr. Moglia holds 16,216 shares of Common Stock through trusts.
BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of BKTI and Mr. Johnson is Co-Chairman of the Board of Directors of BKTI.
The Reporting Persons beneficially own in the aggregate 34,620 shares of Preferred Stock, which represent approximately 4.9% of the outstanding shares of Preferred Stock. Fundamental Global Investors, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 53,665 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.
Due to their positions with Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara, Lewis M. Johnson and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FGAA, FGGM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to their positions with BTN, Fundamental Global Investors, LLC and affiliated entities, Messrs. Cerminara and Johnson may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by BTN. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein.
Represents shares of Common Stock acquired by Fundamental Global Investors, LLC, on behalf of the funds managed by it, from Fund Management Group LLC ("FMG"), in a privately negotiated transaction, pursuant to a Purchase Agreement, dated as of April 16, 2020, between FMG and Fundamental Global Investors, LLC (the "Purchase Agreement"). The aggregate purchase price for the 100,000 total shares acquired pursuant to the Purchase Agreement was $475,000.
Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share, acquired by Fundamental Global Investors, LLC, on behalf of the funds managed by it, from FMG pursuant to the Purchase Agreement. The shares subject to the call option may be acquired at any time during the two-year period beginning on the date of the Purchase Agreement, ending at 5:00 p.m. Eastern time on April 16, 2022.The aggregate purchase price for the call option acquired pursuant to the Purchase Agreement was $100,000.
The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.70 and $4.75 per share. 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.