SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

1347 Property Insurance Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

 

68244P107

(CUSIP Number)

 

D. Kyle Cerminara

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, North Carolina 28209

(704) 323-6851

 

With a copy to:

 

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 7, 2016

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

  

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 68244P107 13D Page 2 of 11 Pages

 

 

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Investors, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

AF

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

North Carolina

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

1,006,238

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

1,006,238

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,006,238

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.9%

  
14

TYPE OF REPORTING PERSON

 

OO

  
         

 

 

 

CUSIP No. 68244P107 13D Page 3 of 11 Pages

 

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Partners, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

100,223

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

100,223

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

100,223

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.7%

  
14

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

CUSIP No. 68244P107 13D Page 4 of 11 Pages

 

 


1

NAME OF REPORTING PERSON

 

Fundamental Global Partners Master Fund, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

202,666

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

202,666

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

202,666

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.4%

  
14

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

 

CUSIP No. 68244P107 13D Page 5 of 11 Pages

 

 


1

NAME OF REPORTING PERSON

 

FGI Global Asset Allocation Fund, Ltd.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

5,296

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

5,296

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

5,296

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

  
14

TYPE OF REPORTING PERSON

 

OO

  
         

 

 

 

CUSIP No. 68244P107 13D Page 6 of 11 Pages

 

 


1

NAME OF REPORTING PERSON

 

FGI Global Asset Allocation Master Fund, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

4,532

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

4,532

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

4,532

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

  
14

TYPE OF REPORTING PERSON

 

PN

  
         

 

 

 

CUSIP No. 68244P107 13D Page 7 of 11 Pages

 

  



1

NAME OF REPORTING PERSON

 

Ballantyne Strong, Inc.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ¨
(b) ¨
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

   7

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

693,521

  9

SOLE DISPOSITIVE POWER

 

0

 10

SHARED DISPOSITIVE POWER

 

693,521

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

693,521

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

11.6%

  
14

TYPE OF REPORTING PERSON

 

CO

  
         

 

 

 

CUSIP No. 68244P107 13D Page 8 of 11 Pages

 

This Amendment No. 5 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 5”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on June 18, 2015 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of 1347 Property Insurance Holdings, Inc., a Delaware corporation (the “Company”). Except as amended and supplemented by this Amendment No. 5, the Schedule 13D remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows: FGPP, $760,182; FGPM, $1,537,309; FGAA, $38,969; FGGM, $33,118; and BTN, $4,964,066. The source of these funds was working capital or personal funds, as applicable.

 

Item 5. Interest in Securities of the Issuer.

(a)       The Reporting Persons beneficially own in the aggregate 1,006,238 shares of Common Stock, which represents approximately 16.9% of the Company’s outstanding shares of Common Stock.

 

Each of FGPP, FGPM, FGAA, FGGM and BTN directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons or, to the Reporting Persons’ knowledge, any individuals identified on Schedule B to this Statement directly hold any of the shares of Common Stock disclosed in this Statement.

 

In addition, CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) holds 11,648 shares of Common Stock for the accounts of individual investors, which represents approximately 0.2% of the Company’s outstanding shares of Common Stock. CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. Fundamental Global Investors, LLC owns 50% of CWA Asset Management Group, LLC.

 

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 5,958,866 shares of Common Stock reported by the Company as outstanding as of November 7, 2016 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarterly period ended September 30, 2016.

 

(c)       The transactions effected by the Reporting Persons in the Common Stock since the filing of Amendment No. 4 to the Schedule 13D on November 23, 2016 are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market. In addition, on December 7, 2016, Ballantyne Strong, Inc., as buyer, entered into a letter agreement with Kingsway America Inc., as seller, to purchase 100,000 shares of the Common Stock, at a purchase price of $7.57 per share (for an aggregate purchase price of $757,000), in a privately negotiated transaction. The letter agreement is filed as Exhibit 99.1 to this Statement and is incorporated herein by reference.

 

 

 

CUSIP No. 68244P107 13D Page 9 of 11 Pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 5(c) above is incorporated herein by reference.

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 5, which agreement is set forth on the signature page to this Statement.

 

Item 7. Material to Be Filed as Exhibits.

 

99.1Letter Agreement, dated December 7, 2016, by and between Ballantyne Strong, Inc. and Kingsway America Inc.
   
 99.2Joint Filing Agreement (set forth on the signature page to this Statement).

 

 

 

CUSIP No. 68244P107 13D Page 10 of 11 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: December 8, 2016

 

FUNDAMENTAL GLOBAL INVESTORS, LLC
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Chief Executive Officer, Partner and Manager
   
FUNDAMENTAL GLOBAL PARTNERS, LP,
by Fundamental Global Partners GP, LLC, its general partner
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Partner and Manager  
   
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
by FG Partners GP, LLC, its general partner
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  
   
FGI GLOBAL ASSET ALLOCATION FUND, LTD.
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Director  
   
FGI GLOBAL ASSET ALLOCATION MASTER FUND, LP,
by FGI Global Asset Allocation GP, LLC, its general partner
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  
   
FGI INTERNATIONAL USVI, LLC
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  

 

 

 

CUSIP No. 68244P107 13D Page 11 of 11 Pages

 

   
FGI FUNDS MANAGEMENT, LLC
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
   
/s/  Lewis M. Johnson  
Lewis M. Johnson  
   
/s/  Joseph H. Moglia  
Joseph H. Moglia  
   
BALLANTYNE STRONG, INC.
   
/s/  D. Kyle Cerminara  
D. Kyle Cerminara  
Chief Executive Officer  

 

 

 

 

Schedule A

 

Transactions by Ballantyne Strong, Inc. since the filing of Amendment No. 4 to Schedule 13D on November 23, 2016:

 

Ballantyne Strong, Inc.:

 

Transaction

Date

Number of

Shares

Bought/(Sold)

 Price Per
Share ($)
11/28/2016        5,423      7.30
11/28/2016        7,900      7.50
12/01/2016        1,500      7.18
12/01/2016        1,000      7.19
12/01/2016        4,000      7.20
12/01/2016        2,000      7.25
12/01/2016        1,800      7.28
12/01/2016        3,400      7.30
12/02/2016        1,800      7.43
12/02/2016        1,200      7.45
12/05/2016                2      7.37
12/05/2016            502      7.38
12/05/2016         1,463      7.43
12/07/2016        100      7.39
12/07/2016        10      7.40
12/07/2016        708      7.45
12/07/2016        10,482      7.50
12/07/2016        4,000      7.55