12/07/2021 | Press release | Distributed by Public on 12/07/2021 20:53
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fundamental Global GP, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE, NC28117 |
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X |
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BK Technologies Corp 7100 TECHNOLOGY DRIVE WEST MELBOURNE, FL32904 |
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X |
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Cerminara Kyle C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE, NC28117 |
X | X |
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MOGLIA JOSEPH H C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE, NC28117 |
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X |
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BALLANTYNE STRONG, INC. 4201 CONGRESS STREET SUITE 175 CHARLOTTE, NC28209 |
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X |
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FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER | 2021-12-07 |
**Signature of Reporting Person | Date |
BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER | 2021-12-07 |
**Signature of Reporting Person | Date |
BK TECHNOLOGIES CORPORATION /S/ WILLIAM P. KELLY, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER | 2021-12-07 |
**Signature of Reporting Person | Date |
/S/ D. KYLE CERMINARA | 2021-12-07 |
**Signature of Reporting Person | Date |
/S/ JOSEPH H. MOGLIA | 2021-12-07 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.25, inclusive. 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 of Preferred Stock sold at each separate price within the range set forth above. |
(2) | The Reporting Persons beneficially own in the aggregate 3,032,765 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 46.7% of the Company's outstanding shares of Common Stock. Fundamental Global GP, 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"), Fundamental Activist Fund I, LP ("FAFI"), FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN"). Mr. Cerminara holds 15,592 shares of Common Stock and restricted stock units representing the right to receive 16,557 shares of Common Stock upon vesting. |
(3) | BK Technologies Corporation ("BKTI") is the sole limited partner of FGIH. Mr. Cerminara is Member of the Board of Directors of BKTI. |
(4) | The Reporting Persons beneficially own in the aggregate 18,979 shares of Preferred Stock. Fundamental Global GP, LLC may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGPM. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse. |
(5) | Due to their positions with Fundamental Global GP, LLC and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by FGPM, FAFI and FGIH and the shares of Preferred Stock disclosed as directly owned by FGPM. Due to his positions with BTN, Fundamental Global GP, LLC and affiliated entities, Mr. Cerminara may be deemed to be a beneficial owner 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. |
(6) | Represents a call option to purchase shares of Common Stock, for a purchase price of $6.00 per share. The shares subject to the call option may be acquired at any time during the two-year period beginning on April 16, 2020, ending at 5:00 p.m. Eastern time on April 16, 2022. |