BTN Ballantyne Strong Inc

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(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.

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(1) Does not include 37,896 shares of common stock potentially issuable to Mr. Johnson pursuant to grants of restricted stock units.

This Amendment No. 13 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 13”) 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. 13 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 13, the Schedule 13D remains unchanged.

Item 1. Security and Issuer.

On August 12, 2019, the Company reported that it has relocated its principal executive offices from 11422 Miracle Hills Drive, Suite 300, Omaha, Nebraska 68154 to 4201 Congress Street, Suite 175, Charlotte, North Carolina 28209.

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, $6,214,701; FGHP, $3,570,444; FGAA, $154,782; FGGM, $323,654; FAFI, $5,720,533; 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. 13 was approximately $4,460,115 (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 5,582,181 shares of Common Stock, which represents approximately 38.3% of the Company’s outstanding shares of Common Stock.

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) On August 1, 2019 and August 8, 2019, 4,000 and 235 shares of Common Stock, respectively, were transferred from customer accounts managed by CWA to other brokerage accounts.

Transactions effected by FGPM and FAFI since the filing of Amendment No. 12 to this Statement on July 16, 2019 are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

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. 13, which agreement is set forth on the signature page to this Statement.

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: August 13, 2019

Manager

Schedule A

Transactions in the Common Stock Since
the Filing of Amendment No. 12 to the Schedule 13D on July 16, 2019:

Fundamental Global Partners Master Fund, LP :

(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) 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.

Schedule A (continued)

Transactions in the Common Stock Since
the Filing of Amendment No. 12 to the Schedule 13D on July 16, 2019:

Fundamental Activist Fund I, LP :

(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) 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.