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*
Fundamental Global Investors, LLC

(Last) (First) (Middle)
4201 CONGRESS STREET
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)
08/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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, $0.001 par value 08/13/2020 J(7) 3,000(7) A $4.59 3,000(1)(2)(5) I Fundamental Global Capital Appreciation Fund, LP
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 08/13/2020 J(7) 590(7) A $24.98 590(4)(5) I Fundamental Global Capital Appreciation Fund, LP
Common Stock, $0.001 par value 628,875(1)(2)(5) I Fundamental Global Partners Master Fund, LP
Common Stock, $0.001 par value 788,199(1)(2)(5) I Fundamental Activist Fund I, LP
Common Stock, $0.001 par value 477,282(1)(2)(3)(5) I FGI 1347 Holdings, LP
Common Stock, $0.001 par value 5,296(1)(2)(5) I FGI Global Asset Allocation Fund, Ltd.
Common Stock, $0.001 par value 4,532(1)(2)(5) I FGI Global Asset Allocation Master Fund, LP
Common Stock, $0.001 par value 1,038,409(1)(2)(5) I Ballantyne Strong, Inc.
8.00% Cumulative Preferred Stock, Series A, $25.00 par value 34,620(4)(5) I Fundamental Global Partners Master Fund, LP
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 50,000 50,000(6) I Fundamental Global Partners Master Fund, LP
Call Option (Right to Buy) $6 04/16/2020 04/16/2022 Common Stock 50,000 50,000(6) I Fundamental Activist Fund I, LP
1. Name and Address of Reporting Person*
Fundamental Global Investors, LLC

(Last) (First) (Middle)
4201 CONGRESS STREET
SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BALLANTYNE STRONG, INC.

(Last) (First) (Middle)
4201 CONGRESS STREET
SUITE 175

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BK Technologies Corp

(Last) (First) (Middle)
7100 TECHNOLOGY DRIVE

(Street)
WEST MELBOURNE FL 32904

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cerminara Kyle

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

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Johnson Lewis M

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

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MOGLIA JOSEPH H

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

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Persons beneficially own in the aggregate 3,045,593 shares of Common Stock (including 100,000 shares that may be acquired pursuant to a call option), which represent approximately 50.2% 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"), Fundamental Global Capital Appreciation Fund, LP ("FGCA") and Ballantyne Strong, Inc. ("BTN").
2. In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 61,250 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 1.0% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 8,685 shares of Common Stock and restricted stock units representing the right to receive 23,464 shares of Common Stock upon vesting. In addition, Mr. Moglia holds 16,216 shares of Common Stock through trusts.
3. 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.
4. The Reporting Persons beneficially own in the aggregate 35,210 shares of Preferred Stock, which represent approximately 5.0% 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 and FGCA. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 32,697 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.
5. 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, FGIH and FGCA and the shares of Preferred Stock disclosed as directly owned by FGPM and FGCA. 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.
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.
7. Represents contributions in-kind from customer accounts managed by CWA.
FUNDAMENTAL GLOBAL INVESTORS, LLC /s/ D. Kyle Cerminara, Chief Executive Officer, Partner and Manager 08/17/2020
BALLANTYNE STRONG, INC. /s/ Mark D. Roberson, Chief Executive Officer 08/17/2020
BK TECHNOLOGIES CORPORATION /s/ William P. Kelly, Executive Vice President and Chief Financial Officer 08/17/2020
/s/ D. Kyle Cerminara 08/17/2020
/s/ Lewis M. Johnson 08/17/2020
/s/ Joseph H. Moglia 08/17/2020
** 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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