Amended Statement of Beneficial Ownership (sc 13d/a)
March 13 2019 - 10:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13
d
-1(
a
)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13
d
-2(
a
)
Under the Securities Exchange Act of
1934
(Amendment No. 10)*
BALLANTYNE STRONG INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
058516105
(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)
March 12, 2019
(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.
058516105
|
13D
|
Page 2 of 14 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
3,205,209
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
4,652,663
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,652,663
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP No.
058516105
|
13D
|
Page 3 of 14 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
1,133,017
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,133,017
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,133,017
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
CUSIP No.
058516105
|
13D
|
Page 4 of 14 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 14 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 14 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 14 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
1,117,923
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,117,923
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,117,923
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
CUSIP No.
058516105
|
13D
|
Page 8 of 14 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
1,447,454
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,447,454
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP No.
058516105
|
13D
|
Page 9 of 14 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
150,000
|
10
|
SHARED DISPOSITIVE POWER
486,291
|
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 14 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
3,205,209
|
9
|
SOLE DISPOSITIVE POWER
165,874(2)
|
10
|
SHARED DISPOSITIVE POWER
4,652,663
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,818,537(3)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
|
|
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, (iii) 4,220 shares held by Mr. Cerminara’s
minor children, and (iv) 13,334 shares issued upon the vesting of restricted stock units. Does not include 26,666 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 become 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 become exercisable within 60 days of the filing of this Statement.
CUSIP No.
058516105
|
13D
|
Page 11 of 14 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
|
8
|
SHARED VOTING POWER
3,205,209
|
9
|
SOLE DISPOSITIVE POWER
10,590
|
10
|
SHARED DISPOSITIVE POWER
4,652,663
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,663,253
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
|
CUSIP No.
058516105
|
13D
|
Page 12 of 14 Pages
|
This Amendment No.
10 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 10”) 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. 10 shall
have the meanings set forth in the Schedule 13D. Each percentage ownership of Common Stock set forth in this Statement is based
on the 14,492,090 shares of Common Stock reported by the Company as outstanding as of March 1, 2019 in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2018. Except as amended and supplemented by this Amendment No. 10, the Schedule
13D remains unchanged.
Item 4. Purpose of Transaction.
The information set
forth in Item 6 below relating to the 10b5-1 Plan (as defined below) is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
On March 12, 2019,
Fundamental Global Investors, LLC, on behalf of the funds managed by it, entered into, effective as of March 14, 2019, a stock
trading plan with Northern Trust Securities, Inc. in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended
(the “10b5-1 Plan”), for the purchase of up to 1.5 million shares of Common Stock, subject to the terms specified in
the 10b5-1 Plan. The 10b5-1 Plan becomes effective on April 1, 2019 and will terminate April 1, 2020 or such earlier date as set
forth in the 10b5-1 Plan. A copy of the 10b5-1 Plan is filed as Exhibit 99.1 to this Statement and is hereby 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. 10, which agreement is set forth on the signature page to this Statement.
Item 7. Material to Be Filed as Exhibits.
CUSIP No.
058516105
|
13D
|
Page 13 of 14 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: March 13, 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
|
|
|
|
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
|
|
CUSIP No.
058516105
|
13D
|
Page 14 of 14 Pages
|
FUNDAMENTAL ACTIVIST FUND I, LP,
|
|
by Fundamental Activist Fund I 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
|
|
|
|
FGI FUNDS MANAGEMENT, LLC
|
|
|
|
/s/ D. Kyle Cerminara
|
|
D. Kyle Cerminara
|
|
Manager
|
|
|
|
CWA ASSET MANAGEMENT GROUP, LLC
|
|
|
|
/s/ D. Kyle Cerminara
|
|
D. Kyle Cerminara
|
|
Co-Chief Investment Officer
|
|
|
|
JOSEPH MOGLIA
|
|
|
|
/s/ Joseph H. Moglia
|
|
|
|
D. KYLE CERMINARA
|
|
|
|
/s/ D. Kyle Cerminara
|
|
|
|
LEWIS M. JOHNSON
|
|
|
|
/s/ Lewis M. Johnson
|
|
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