SEC Form 4 · accession 0000899243-16-013125
IMPAC MORTGAGE HOLDINGS INC · IMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd M Pickup
10% Owner
Period of report
Feb 10, 2016
Accepted (ET)
Feb 11, 2016 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001000298
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 10, 2016 | C | 898,851 | $10.875 | A | 1,198,851 | I | See footnotes. |
| Common Stock | holding | — | — | — | 100,000 | D | ||
| Common StockF3 | holding | — | — | — | 50,000 | I | See footnote. | |
| Common StockF4 | holding | — | — | — | 100,000 | I | See footnote. | |
| Common StockF5 | holding | — | — | — | 275,000 | I | See footnote. | |
| Common StockF6 | holding | — | — | — | 100,000 | I | See footnote. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory Note Due 2018F1,F2 | $10.875 | Feb 10, 2016 | C | — | D | — | — | Common Stock | 898,851 | — | I |
| Convertible Promissory Note Due 2020F7,F8,F9 | $21.50 | holding | — | — | — | Jan 2, 2016 | May 9, 2020 | Common Stock | 465,117 | — | I |
Explanation of responses
- F1On April 30, 2013, Vintage Trust II, dated July 19, 2007 (the "Trust"), purchased a Convertible Promissory Note Due 2018 (the "Note") in the original principal amount of $9,775,000 that was convertible by the Trust immediately upon receipt and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $10.875 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust was to receive 898,851 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). On January 25, 2016, Impac Mortgage Holdings, Inc. ("IMH") provided notice to the Trust that IMH was exercising its right pursuant to the terms of the Note to convert the entire principal balance of the Note into an aggregate of 898,851 shares of IMH's Common Stock, par value $0.01 per share, which conversion was effective as of February 10, 2016.
- F2The shares of common stock were acquired directly by the Trust, over all of which shares Reporting Person exercises sole voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by the Trust upon the effectiveness of the conversion referenced in footnote 1 above.
- F3The shares of common stock are held directly by Vintage Trust, dated October 28, 1993, over which shares Reporting Person shares voting and investment power.
- F4The shares of common stock are held directly by Pickup Living Trust, over which shares Reporting Person exercises sole voting and investment power.
- F5The shares of common stock are held directly by Pickup Grandchildren's Trust, over which shares Reporting Person exercises sole voting and investment power.
- F6The shares of common stock are held directly by Plus Four Equity Partners, L.P., over which shares Reporting Person shares voting and investment power.
- F7As previously reported on a Form 4 filed by Reporting Person on May 11, 2015, on May 8, 2015, the Trust purchased a Convertible Promissory Note Due 2020 in the original principal amount of $10,000,000 that is convertible by the Trust at any time after January 1, 2016, and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $21.50 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust will receive 465,117 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The Convertible Promissory Note Due 2020 note is due and payable, to the extent not converted, on or before May 9, 2020.
- F8As of February 10, 2016, Reporting Person may be deemed to beneficially own an aggregate of 2,288,968 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 2,188,968 shares owned indirectly, consisting of (i) 465,117 shares that the Trust may acquire at any time after January 1, 2016 upon conversion (at the initial conversion price of $21.50 per share) of the outstanding principal balance of a Convertible Promissory Note Due 2020 owned directly by the Trust, (ii) 275,000 shares owned directly by Pickup Grandchildren's Trust (over which shares Reporting Person exercises sole voting and investment power), (iii) 100,000 shares owned directly by Pickup Living Trust (over which shares Reporting Person exercises sole voting and investment power), (iv) 1,198,851 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), (Continued in footnote 9)
- F9(v) 100,000 shares owned directly by Plus Four Equity Partners, L.P. (over which shares Reporting Person shares voting and investment power), and (vi) 50,000 shares owned directly by Vintage Trust, dated October 28, 1993 (over which shares Reporting Person shares voting and investment power).