SEC Form 4 · accession 0001144204-18-012324
FG Nexus Inc. · FGNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BALLANTYNE STRONG, INC.
Director · 10% Owner
Joseph H Moglia
10% Owner
Fundamental Global Investors, LLC
Director · 10% Owner
Lewis M Johnson
Director · 10% Owner
Kyle Cerminara
Director · 10% Owner
Period of report
Feb 28, 2018
Accepted (ET)
Mar 1, 2018 · 5:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001591890
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par valueF1,F4 | Feb 28, 2018 | P | 31,680 | $25.00 | A | 31,680 | I | Fundamental Global Partners Master Fund, LP |
| Common Stock, $0.001 par valueF2,F3,F4 | holding | — | — | — | 700,687 | I | Fundamental Activist Fund I, LP | |
| Common Stock, $0.001 par valueF2,F3,F4 | holding | — | — | — | 403,156 | I | Fundamental Global Partners Master Fund, LP | |
| Common Stock, $0.001 par valueF2,F3,F4 | holding | — | — | — | 5,296 | I | FGI Global Asset Allocation Fund, Ltd. | |
| Common Stock, $0.001 par valueF2,F3,F4 | holding | — | — | — | 4,532 | I | FGI Global Asset Allocation Master Fund, LP | |
| Common Stock, $0.001 par valueF2,F3,F4 | holding | — | — | — | 1,038,409 | I | Ballantyne Strong, Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of 8.00% Cumulative Preferred Stock, Series A, $25.00 par value per share (the "Preferred Stock"), were purchased in connection with an underwritten public offering by the Issuer at the public offering price. The Preferred Stock is non-voting and non-convertible. The Reporting Persons beneficially own in the aggregate 31,680 shares of Preferred Stock, which represent approximately 5.0% of the outstanding shares of Preferred Stock.
- F2The Reporting Persons beneficially own in the aggregate 2,152,080 shares of Common Stock, which represent approximately 36.0% 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") and Ballantyne Strong, Inc. ("BTN").
- F3CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 63,898 shares of Common Stock for the accounts of individual investors, which represent approximately 1.1% of the Company's outstanding shares of Common Stock. Messrs. Cerminara and Johnson also each hold 3,333 shares of Common Stock and restricted stock units representing the right to receive 6,666 shares of Common Stock.
- F4Due 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 and FAFI 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.