Statement of Changes in Beneficial Ownership (4)
07 Décembre 2022 - 10:20PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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. Name
and Address of Reporting Person * Fundamental Global GP,
LLC |
2. Issuer Name and Ticker or Trading
Symbol BALLANTYNE STRONG, INC. [ BTN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
108 GATEWAY BLVD., SUITE 204, |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/5/2022
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(Street)
MOORESVILLE, NC 28117
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
COMMON STOCK, PAR VALUE $0.01 PER
SHARE |
12/5/2022 |
|
P |
|
5538 |
A |
$2.53 (1) |
4090411 (2)(3)(4)(5) |
I |
BALLANTYNE STRONG HOLDINGS,
LLC |
COMMON STOCK, PAR VALUE $0.01 PER
SHARE |
12/6/2022 |
|
P |
|
71423 |
A |
$2.88 (6) |
4161834 (2)(3)(4)(5) |
I |
BALLANTYNE STRONG HOLDINGS,
LLC |
COMMON STOCK, PAR VALUE $0.01 PER
SHARE |
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853619 (3)(4)(5) |
I |
FUNDAMENTAL GLOBAL HOLDINGS,
LP |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
The price reported in Column
4 is a weighted average price. The shares were purchased in
multiple transactions at prices ranging from $2.42 to $2.55,
inclusive. The Reporting Persons undertake to provide to the
Company, any security holder of the Company or the staff of the
U.S. Securities and Exchange Commission (the "SEC"), upon request,
full information regarding the number of shares of Common Stock
purchased at each separate price within the range set forth
above. |
(2) |
Fundamental Activist Fund I,
LP owns membership interests in Ballantyne Strong Holdings, LLC
("BTN Holdings") and may be deemed to be a beneficial owner of the
shares of Common Stock that are directly owned by BTN
Holdings. |
(3) |
The funds managed by
Fundamental Global GP, LLC ("FGGP") beneficially own in the
aggregate 5,015,453 shares of Common Stock, which represent
approximately 25.8% of the Company's outstanding shares of Common
Stock. FGGP may be deemed to be a beneficial owner of the shares of
Common Stock that are directly owned by BTN Holdings and
Fundamental Global Holdings, LP ("FGHP"). |
(4) |
Due to their positions with
FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph
H. Moglia may be deemed to be beneficial owners of the shares of
Common Stock disclosed as directly owned by BTN Holdings and FGHP.
Each Reporting Person disclaims beneficial ownership of the shares
referred to herein except to the extent of his or its pecuniary
interest therein. |
(5) |
Mr. Moglia holds 636,291
shares of Common Stock directly and through the Moglia Family
Foundation and trusts. Mr. Cerminara also holds additional shares
of Common Stock. |
(6) |
The price reported in Column
4 is a weighted average price. The shares were purchased in
multiple transactions at prices ranging from $2.60 to $2.97,
inclusive. The Reporting Persons undertake to provide to the
Company, any security holder of the Company or the staff of the
SEC, upon request, full information regarding the number of shares
of Common Stock purchased at each separate price within the range
set forth above. |
Reporting
Owners
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Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Fundamental Global GP, LLC
108 GATEWAY BLVD., SUITE 204
MOORESVILLE, NC 28117 |
|
X |
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Cerminara Kyle
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE, NC 28117 |
X |
X |
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MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL GP, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE, NC 28117 |
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X |
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Ballantyne Strong Holdings, LLC
108 GATEWAY BOULEVARD, SUITE 204
MOORESVILLE, NC 28117 |
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X |
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Signatures
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FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA,
CHIEF EXECUTIVE OFFICER |
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12/7/2022 |
**Signature of Reporting
Person |
Date |
BALLANTYNE STRONG HOLDINGS, LLC /S/ D. KYLE
CERMINARA, CHIEF EXECUTIVE OFFICER OF FUNDAMENTAL GLOBAL GP,
LLC |
|
12/7/2022 |
**Signature of Reporting
Person |
Date |
/S/ D. KYLE CERMINARA |
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12/7/2022 |
**Signature of Reporting
Person |
Date |
/S/ JOSEPH H. MOGLIA |
|
12/7/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
Ballantyne Strong (AMEX:BTN)
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Ballantyne Strong (AMEX:BTN)
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