SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Johnson Lewis M

(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS ST., SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
1347 Property Insurance Holdings, Inc. [ PIH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/12/2020 A 8,714(1) A $0 30,369(2) D
Common Stock 780 I By IRA
Common Stock 1,000 I By Roth IRA
Common Stock 1,907,184(3) I Fundamental Global
Common Stock 1,038,409(4) I Ballantyne Strong, Inc.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 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 (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 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: 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
Call Option (right to buy) $6 04/16/2020 04/16/2022 Common Stock 100,000 100,000(3)(5) I Fundamental Global
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted under the 2018 Equity Incentive Plan as director compensation. RSUs vest in five annual equal installments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.
2. Includes 1,553 shares held in a joint account with spouse. Includes remaining 4,000 RSUs granted on December 15, 2017 under the Amended and Restated 2014 Equity Incentive Plan pursuant to the share-matching program (also includes shares received pursuant to the 2,666 RSUs that have vested to date under the grant), remaining 4,572 RSUs granted on August 22, 2018 under the 2018 Equity Incentive Plan as director compensation (also includes shares received pursuant to the 1,142 RSUs that have vested to date under the grant), and the remaining 6,178 RSUs granted on August 13, 2019 under the 2018 Equity Incentive Plan as director compensation (also includes shares received pursuant to the 1,544 RSUs that have vested to date under the grant). RSUs vest in five annual equal installments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.
3. Held by the Fundamental Global entities. In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 64,583 shares of Common Stock for the accounts of individual investors (excluding the 1,553 shares held in CWA accounts by Mr. Johnson and his spouse, as well as the 780 and 1,000 shares held in CWA IRA and Roth IRA accounts, respectively). Fundamental Global also beneficially holds in the aggregate 35,210 shares of 8.00% cumulative preferred stock, Series A, par value of $25.00 per share ("preferred stock"). In addition, for the accounts of individual investors, CWA holds 32,697 shares of preferred stock. Due to his positions with Fundamental Global Investors, LLC and other Fundamental Global entities, Mr. Johnson may be deemed to be a beneficial owner of Common Stock held by Fundamental Global. Mr. Johnson disclaims any beneficial ownership of the shares referenced to herein except to the extent of his pecuniary interest therein.
4. Held by Ballantyne Strong, Inc. ("BTN"). Due to his positions with BTN, Fundamental Global Investors, LLC and other Fundamental Global entities, Mr. Johnson may be deemed to be a beneficial owner of Common Stock held by BTN. Mr. Johnson disclaims any beneficial ownership of the shares referenced to herein except to the extent of his pecuniary interest therein.
5. 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.
/s/ Lewis M. Johnson 08/14/2020
** 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).
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