SEC Form 4 · accession 0001144204-18-030131
FG Nexus Inc. · FGNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RELM WIRELESS CORP
Other
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
May 17, 2018
Accepted (ET)
May 21, 2018 · 6:43 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF6,F1,F2,F3,F5 | May 17, 2018 | P | 7,710 | $7.4394 | A | 432,282 | I | FGI 1347 Holdings, LP |
| Common Stock, $0.001 par valueF7,F1,F2,F3,F5 | May 18, 2018 | P | 15,000 | $7.6713 | A | 447,282 | I | FGI 1347 Holdings, LP |
| Common Stock, $0.001 par valueF8,F1,F2,F3,F5 | May 21, 2018 | P | 20,000 | $7.7757 | A | 467,282 | I | FGI 1347 Holdings, LP |
| Common Stock, $0.001 par valueF1,F2,F5 | holding | — | — | — | 700,687 | I | Fundamental Activist Fund I, LP | |
| Common Stock, $0.001 par valueF1,F2,F5 | holding | — | — | — | 403,156 | I | Fundamental Global Partners Master Fund, LP | |
| Common Stock, $0.001 par valueF1,F2,F5 | holding | — | — | — | 5,296 | I | FGI Global Asset Allocation Fund, Ltd. | |
| Common Stock, $0.001 par valueF1,F2,F5 | holding | — | — | — | 4,532 | I | FGI Global Asset Allocation Master Fund, LP | |
| Common Stock, $0.001 par valueF1,F2,F5 | holding | — | — | — | 1,038,409 | I | Ballantyne Strong, Inc. | |
| 8.00% Cumulative Preferred Stock, Series A, $25.00 par valueF4,F5 | holding | — | — | — | 34,620 | I | Fundamental Global Partners Master Fund, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Persons beneficially own in the aggregate 2,619,362 shares of Common Stock, which represent approximately 43.8% 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") and Ballantyne Strong, Inc. ("BTN").
- F2In addition, CWA, of which 50% is owned by Fundamental Global Investors, LLC, holds 64,098 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.
- F3RELM Wireless Corporation ("RWC") is the sole limited partner of FGIH. Mr. Cerminara is Chairman of the Board of Directors of RWC and Mr. Johnson is also a director of RWC.
- F4The Reporting Persons beneficially own in the aggregate 34,620 shares of Preferred Stock, which represent approximately 4.9% 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. In addition, for the accounts of individual investors, CWA, of which 50% is owned by Fundamental Global Investors, LLC, also holds 56,846 shares of Preferred Stock, including 44 shares of Preferred Stock held by Mr. Cerminara in a joint account with his spouse.
- F5Due 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 and FGIH 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.
- F6The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.30 to $7.65. 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 purchased at each separate price.
- F7The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.45 to $7.75. 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 purchased at each separate price.
- F8The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.60 to $7.80. 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 purchased at each separate price.