* 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.
058516105
|
13D
|
Page 2 of 17 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
3,591,044
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,232,411
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,232,411
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No.
058516105
|
13D
|
Page 3 of 17 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
1,325,936
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,325,936
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,325,936
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No.
058516105
|
13D
|
Page 4 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Fundamental Global Holdings, 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
853,619
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
853,619
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
853,619
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No.
058516105
|
13D
|
Page 5 of 17 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
34,911
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
34,911
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
34,911
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No.
058516105
|
13D
|
Page 6 of 17 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
65,739
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
65,739
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
65,739
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No.
058516105
|
13D
|
Page 7 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Fundamental Activist Fund I, 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
1,310,839
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,310,839
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,310,839
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No.
058516105
|
13D
|
Page 8 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
CWA Asset Management Group, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
FL
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,641,367
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,641,367
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No.
058516105
|
13D
|
Page 9 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Joseph H. Moglia
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF; AF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
300,861
|
8
|
SHARED VOTING POWER
335,430
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
636,291
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
636,291
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No.
058516105
|
13D
|
Page 10 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
D. Kyle Cerminara
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
227,593(1)
|
8
|
SHARED VOTING POWER
3,591,044
|
9
|
SOLE DISPOSITIVE POWER
165,874(2)
|
10
|
SHARED DISPOSITIVE POWER
5,232,411
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,398,285(3)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Includes (i) 7,540 shares held in Mr.
Cerminara’s 401(k) account, (ii) 11,220 shares held by Mr. Cerminara’s wife and (iii) 4,220 shares held by Mr. Cerminara’s
minor children. Does not include 101,666 shares potentially issuable to Mr. Cerminara pursuant to a grant of restricted stock units.
(2) Includes 70,000 shares purchasable
pursuant to stock options that are exercisable within 60 days of the filing of this Statement. Does not include 131,719 shares
beneficially owned by Mr. Cerminara (including the 11,220 shares held by Mr. Cerminara’s wife and the 4,220 shares held by
Mr. Cerminara’s children) that are held in CWA customer accounts.
(3) Includes 70,000 shares purchasable
pursuant to stock options that are exercisable within 60 days of the filing of this Statement.
CUSIP No.
058516105
|
13D
|
Page 11 of 17 Pages
|
1
|
NAME OF REPORTING PERSON
Lewis M. Johnson
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b)
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
19,090(1)
|
8
|
SHARED VOTING POWER
3,591,044
|
9
|
SOLE DISPOSITIVE POWER
10,590
|
10
|
SHARED DISPOSITIVE POWER
5,232,411
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
5,243,001
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Does not include 37,896 shares of common stock potentially
issuable to Mr. Johnson pursuant to grants of restricted stock units.
CUSIP No.
058516105
|
13D
|
Page 12 of 17 Pages
|
This Amendment No.
12 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 12”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (this “Statement” or “Schedule
13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Ballantyne Strong,
Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 12 shall
have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 12, 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:
FGPM, $5,960,272; FGHP, $3,570,444; FGAA, $154,782; FGGM, $323,654; FAFI, $5,466,107; Mr. Moglia, $2,947,390; Mr. Cerminara (with
respect to the shares acquired by him and his family members through the open market), $424,322; and Mr. Johnson (with respect
to the shares acquired by him through the open market), $61,425. The source of these funds was working capital or personal funds,
as applicable. The total cost for purchases by CWA’s customers reported in this Amendment No. 12 was approximately $4,480,134
(excluding shares held in CWA customer accounts for Messrs. Moglia, Cerminara and Johnson). The source of funds for the shares
of Common Stock acquired for the accounts of CWA’s customers were funds of such customers. The cost for purchasing the shares
held by Mr. Ferguson was approximately $4,618; the source of funds was personal funds.
Item 5. Interest in Securities of the
Issuer.
(a)
The
Reporting Persons beneficially own in the aggregate 5,408,875 shares of Common Stock, which represents approximately 37.1% of the
Company’s outstanding shares of Common Stock.
Each of FGPM, FGHP,
FGAA, FGGM and FAFI 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 directly hold any of the
shares of Common Stock disclosed in this Statement, except as described below.
CWA, in its role as
investment advisor for customer accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Messrs. Benyon, Cerminara,
Ferguson and Johnson, as managers of CWA, may each be deemed to beneficially own the number of shares of Common Stock held in CWA’s
customer accounts and disclosed as beneficially owned by CWA in the applicable table set forth on the cover page to this Statement.
The number of shares disclosed as beneficially owned by CWA includes 116,279 shares held in a customer account for Mr. Cerminara,
11,220 shares held in a customer account for Mr. Cerminara’s spouse, 4,220 held in a customer account for Mr. Cerminara’s
children, 8,500 shares held in a customer account for Mr. Johnson, and 1,000 shares held in a customer account for Mr. Ferguson.
Each of Fundamental Global Investors, LLC and Messrs. Beynon and Ferguson expressly disclaims beneficial ownership of the shares
held in CWA’s customer accounts and each of Messrs. Cerminara and Johnson expressly disclaims beneficial ownership of the
shares held in CWA’s customer accounts, except to the extent of their pecuniary interest therein.
Mr. Moglia holds 300,861
shares of Common Stock directly, beneficially holds an additional 299,394 shares of Common Stock through the Moglia Family Foundation,
and beneficially holds an additional 36,036 shares of Common Stock through a trust. All of the shares are held by CWA in customer
accounts.
The share numbers reported
for Mr. Cerminara in the table set forth on the cover page to this Statement include (i) 191,279 shares directly held by Mr. Cerminara,
including 20,000 shares remaining unvested out of the restricted stock grant awarded by the Company to Mr. Cerminara on February
28, 2017, which shares will vest in full on February 28, 2020, subject to Mr. Cerminara’s continued employment with the Company,
(ii) 7,540 shares held in Mr. Cerminara’s 401(k) account, (iii) 70,000 shares purchasable pursuant to stock options that
are exercisable within 60 days of the filing of this Statement, (iv) 11,220 shares held by Mr. Cerminara’s wife and (v) 4,220
shares held by Mr. Cerminara’s children. 131,719 of the shares held by Mr. Cerminara (including the 11,220 shares held by
Mr. Cerminara’s wife and the 4,220 shares held by Mr. Cerminara’s children) are held in CWA customer accounts. The
share numbers reported for Mr. Cerminara in the table set forth on the cover page to this Statement do not include (i) 26,666 shares
potentially issuable to Mr. Cerminara pursuant to restricted stock units granted on January 26, 2018, which will vest in equal
installments on January 26, 2020 and January 26, 2021, (ii) 75,000 shares potentially issuable to Mr. Cerminara pursuant to restricted
stock units granted on June 6, 2019, which will vest in equal installments on June 6, 2020, June 6, 2021 and June 6, 2022, (iii)
24,000 shares potentially issuable upon the exercise of stock options granted on November 22, 2015, (iv) 36,000 shares potentially
issuable upon the exercise of stock options granted on February 28, 2017, (v) 40,000 shares potentially issuable upon the exercise
of stock options granted on January 26, 2018, and (vi) 30,000 shares potentially issuable upon the exercise of stock options granted
on June 6, 2019.
CUSIP No.
058516105
|
13D
|
Page 13 of 17 Pages
|
8,500 of the shares held
by Mr. Johnson are held by CWA in a customer account. The share numbers reported for Mr. Johnson in the table set forth on the
cover page to this Statement do not include (i) 13,333 shares potentially issuable to Mr. Johnson pursuant to restricted stock
units granted on December 4, 2018, which will vest on December 4, 2019, (ii) 14,563 shares potentially issuable to Mr. Johnson
pursuant to restricted stock units granted on July 1, 2019, which will vest in equal installments on July 1, 2020, July 1, 2021
and July 1, 2022, and (iii) 10,000 shares potentially issuable to Mr. Johnson pursuant to restricted stock units granted on July
1, 2019, which will vest in equal installments on July 1, 2020, July 1, 2021 and July 1, 2022.
Each percentage ownership
of Common Stock set forth in this Statement is based on the 14,518,756 shares of Common Stock reported by the Company as outstanding
as of April 30, 2019 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.
(c) Transactions effected
by FGPM and FAFI since the filing of Amendment No. 11 to this Statement on May 21, 2019 are set forth on Schedule A to this Statement.
Each of these transactions was effected through the open market.
On May 29, 2019, a
customer account managed by CWA sold 1,187 shares of Common Stock at a price per share of $3.04. This transaction was effected
through the open market.
On June 6, 2019, the
Compensation Committee of the Board of Directors of the Company granted stock options to purchase 30,000 shares of Common Stock,
at the exercise price of $2.89 per share, to Mr. Cerminara in his capacity as the Chairman and Chief Executive Officer of the Company.
These options were granted under the Ballantyne Strong, Inc. 2017 Omnibus Equity Compensation Plan (the “Equity Plan”),
have a ten-year term, and will become exercisable in one-fifth annual installments, beginning on the first anniversary of the grant
date, subject to Mr. Cerminara’s continued employment with the Company. On the same day, Mr. Cerminara also received 75,000
restricted stock units pursuant to the Equity Plan. These restricted stock units will vest in one-third annual installments, beginning
on the first anniversary of the grant date, subject to Mr. Cerminara’s continued employment with the Company.
On June 11, 2019, Mr.
Moglia transferred 150,000 shares of Common Stock he holds directly and 139,846 shares of Common Stock he beneficially holds through
the Moglia Family Foundation to customer accounts at CWA.
On July 1, 2019, the
Compensation Committee of the Board of Directors of the Company granted 14,563 restricted stock units to Mr. Johnson as director
compensation pursuant to the Equity Plan. On the same date, the Compensation Committee granted Mr. Johnson an additional 10,000
restricted stock units as compensation for serving as Co-Chairman of the Board of Directors pursuant to the Equity Plan. In each
case, the restricted stock units will vest in one-third annual installments, beginning on the first anniversary of the grant date,
subject to Mr. Johnson’s continued service as a director of the Company through the applicable vesting date.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
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. 12, which agreement is set forth on the signature page to this Statement.
CUSIP No.
058516105
|
13D
|
Page 14 of 17 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: July 16, 2019
FUNDAMENTAL GLOBAL INVESTORS, LLC
|
|
|
|
/s/ D. Kyle Cerminara
|
|
D. Kyle Cerminara
|
|
Chief Executive Officer, 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
|
|
|
|
FUNDAMENTAL GLOBAL HOLDINGS, LP,
|
|
by FGI Holdings GP, LLC, its general partner
|
|
|
|
/s/ D. Kyle Cerminara
|
|
D. Kyle Cerminara
|
|
Manager
|
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|
|
FGI GLOBAL ASSET ALLOCATION FUND, LTD.
|
|
|
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/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
|
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/s/ D. Kyle Cerminara
|
|
D. Kyle Cerminara
|
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Manager
|
|
FUNDAMENTAL ACTIVIST FUND I, LP,
|
|
by Fundamental Activist Fund I GP, LLC, its general partner
|
|
|
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/s/ D. Kyle Cerminara
|
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D. Kyle Cerminara
|
|
Manager
|
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|
|
FGI INTERNATIONAL USVI, LLC
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|
|
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/s/ D. Kyle Cerminara
|
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D. Kyle Cerminara
|
|
Manager
|
|
CUSIP No.
058516105
|
13D
|
Page 15 of 17 Pages
|
FGI FUNDS MANAGEMENT, LLC
|
|
|
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/s/ D. Kyle Cerminara
|
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D. Kyle Cerminara
|
|
Manager
|
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|
|
CWA ASSET MANAGEMENT GROUP, LLC
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|
|
/s/ D. Kyle Cerminara
|
|
D. Kyle Cerminara
|
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Co-Chief Investment Officer
|
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|
|
JOSEPH MOGLIA
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|
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/s/ Joseph H. Moglia
|
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|
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D. KYLE CERMINARA
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
|
LEWIS M. JOHNSON
|
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|
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/s/ Lewis M. Johnson
|
|
CUSIP No.
058516105
|
13D
|
Page 16 of 17 Pages
|
Schedule A
Transactions in the Common Stock in the
past 60 days
Fundamental Global Partners Master Fund,
LP
:
Transaction
Date
|
|
Number of Shares
Bought/(Sold)(1)
|
|
|
Price
Per Share ($)(2)
|
|
05/20/2019
|
|
|
3,796
|
|
|
$
|
3.005
|
|
05/21/2019
|
|
|
3,796
|
|
|
|
3.1657
|
|
05/22/2019
|
|
|
3,796
|
|
|
|
3.2134
|
|
05/23/2019
|
|
|
3,796
|
|
|
|
3.0347
|
|
05/24/2019
|
|
|
3,796
|
|
|
|
3.1073
|
|
05/28/2019
|
|
|
3,968
|
|
|
|
3.1263
|
|
05/29/2019
|
|
|
3,968
|
|
|
|
3.1468
|
|
05/30/2019
|
|
|
1,089
|
|
|
|
3.0017
|
|
05/31/2019
|
|
|
20
|
|
|
|
3.001
|
|
06/03/2019
|
|
|
2,098
|
|
|
|
3.0348
|
|
06/04/2019
|
|
|
3,307
|
|
|
|
3.0301
|
|
06/05/2019
|
|
|
3,079
|
|
|
|
3.0164
|
|
06/06/2019
|
|
|
450
|
|
|
|
2.9811
|
|
06/07/2019
|
|
|
2,904
|
|
|
|
3.0167
|
|
06/10/2019
|
|
|
2,722
|
|
|
|
2.9563
|
|
06/11/2019
|
|
|
400
|
|
|
|
2.9388
|
|
06/12/2019
|
|
|
2,721
|
|
|
|
3.0101
|
|
06/13/2019
|
|
|
2,721
|
|
|
|
3.0066
|
|
06/14/2019
|
|
|
2,721
|
|
|
|
3.0196
|
|
06/17/2019
|
|
|
2,128
|
|
|
|
3.0951
|
|
06/18/2019
|
|
|
2,128
|
|
|
|
2.9935
|
|
06/19/2019
|
|
|
2,128
|
|
|
|
3.0482
|
|
06/20/2019
|
|
|
2,128
|
|
|
|
2.998
|
|
06/21/2019
|
|
|
475
|
|
|
|
2.9545
|
|
06/24/2019
|
|
|
1,442
|
|
|
|
3.1048
|
|
06/25/2019
|
|
|
1,597
|
|
|
|
3.4611
|
|
06/26/2019
|
|
|
1,057
|
|
|
|
3.3214
|
|
06/27/2019
|
|
|
1,596
|
|
|
|
3.3646
|
|
06/28/2019
|
|
|
1,596
|
|
|
|
3.3521
|
|
07/01/2019
|
|
|
1,582
|
|
|
|
3.4898
|
|
07/02/2019
|
|
|
600
|
|
|
|
3.2104
|
|
07/03/2019
|
|
|
291
|
|
|
|
3.3147
|
|
07/05/2019
|
|
|
51
|
|
|
|
3.30
|
|
07/08/2019
|
|
|
500
|
|
|
|
3.267
|
|
07/09/2019
|
|
|
1,450
|
|
|
|
3.1929
|
|
07/10/2019
|
|
|
1,472
|
|
|
|
3.1942
|
|
07/11/2019
|
|
|
1,472
|
|
|
|
3.1759
|
|
07/12/2019
|
|
|
1,472
|
|
|
|
3.1513
|
|
07/15/2019
|
|
|
1,626
|
|
|
|
2.8203
|
|
(1) All shares were purchased pursuant to a Rule 10b5-1 trading
plan entered into by Fundamental Global Investors, LLC on behalf of the funds managed by it.
(2) Except for the price per share reported for the trade on
July 5, 2019, the price per share reported is the weighted average price. 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.
CUSIP No.
058516105
|
13D
|
Page 17 of 17 Pages
|
Schedule A (continued)
Transactions in the Common Stock in the
past 60 days
Fundamental Activist Fund I, LP
:
Transaction
Date
|
|
Number of Shares
Bought/(Sold)(1)
|
|
|
Price
Per Share ($)(2)
|
|
05/20/2019
|
|
|
3,796
|
|
|
$
|
3.005
|
|
05/21/2019
|
|
|
3,796
|
|
|
|
3.1657
|
|
05/22/2019
|
|
|
3,796
|
|
|
|
3.2134
|
|
05/23/2019
|
|
|
3,796
|
|
|
|
3.0347
|
|
05/24/2019
|
|
|
3,796
|
|
|
|
3.1073
|
|
05/28/2019
|
|
|
3,968
|
|
|
|
3.1263
|
|
05/29/2019
|
|
|
3,968
|
|
|
|
3.1468
|
|
05/30/2019
|
|
|
1,089
|
|
|
|
3.0017
|
|
05/31/2019
|
|
|
21
|
|
|
|
3.001
|
|
06/03/2019
|
|
|
2,099
|
|
|
|
3.0348
|
|
06/04/2019
|
|
|
3,307
|
|
|
|
3.0301
|
|
06/05/2019
|
|
|
3,080
|
|
|
|
3.0164
|
|
06/06/2019
|
|
|
450
|
|
|
|
2.9811
|
|
06/07/2019
|
|
|
2,904
|
|
|
|
3.0167
|
|
06/10/2019
|
|
|
2,720
|
|
|
|
2.9563
|
|
06/11/2019
|
|
|
400
|
|
|
|
2.9388
|
|
06/12/2019
|
|
|
2,721
|
|
|
|
3.0101
|
|
06/13/2019
|
|
|
2,721
|
|
|
|
3.0066
|
|
06/14/2019
|
|
|
2,721
|
|
|
|
3.0196
|
|
06/17/2019
|
|
|
2,128
|
|
|
|
3.0951
|
|
06/18/2019
|
|
|
2,128
|
|
|
|
2.9935
|
|
06/19/2019
|
|
|
2,128
|
|
|
|
3.0482
|
|
06/20/2019
|
|
|
2,128
|
|
|
|
2.998
|
|
06/21/2019
|
|
|
475
|
|
|
|
2.9545
|
|
06/24/2019
|
|
|
1,441
|
|
|
|
3.0148
|
|
06/25/2019
|
|
|
1,596
|
|
|
|
3.4611
|
|
06/26/2019
|
|
|
1,056
|
|
|
|
3.3214
|
|
06/27/2019
|
|
|
1,596
|
|
|
|
3.3646
|
|
06/28/2019
|
|
|
1,596
|
|
|
|
3.3521
|
|
07/01/2019
|
|
|
1,582
|
|
|
|
3.4898
|
|
07/02/2019
|
|
|
600
|
|
|
|
3.2104
|
|
07/03/2019
|
|
|
290
|
|
|
|
3.3147
|
|
07/05/2019
|
|
|
50
|
|
|
|
3.30
|
|
07/08/2019
|
|
|
500
|
|
|
|
3.267
|
|
07/09/2019
|
|
|
1,450
|
|
|
|
3.1929
|
|
07/10/2019
|
|
|
1,472
|
|
|
|
3.1942
|
|
07/11/2019
|
|
|
1,472
|
|
|
|
3.1759
|
|
07/12/2019
|
|
|
1,472
|
|
|
|
3.1513
|
|
07/15/2019
|
|
|
1,627
|
|
|
|
2.8203
|
|
(1) All shares were purchased pursuant to a Rule 10b5-1 trading
plan entered into by Fundamental Global Investors, LLC on behalf of the funds managed by it.
(2) Except for the price per share reported for the trade on
July 5, 2019, the price per share reported is the weighted average price. 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.