SEC Form 4 · accession 0000899243-16-013132
IMPAC MORTGAGE HOLDINGS INC · IMH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
RHP Trust, dated May 31, 2011
10% Owner
Period of report
Feb 10, 2016
Accepted (ET)
Feb 11, 2016 · 5:03 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 | Feb 10, 2016 | C | 524,138 | $10.875 | A | 1,760,465 | D |
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 | $10.875 | Feb 10, 2016 | C | — | D | — | — | Common Stock | 524,138 | — | D |
| Convertible Promissory Note Due 2020F2 | $21.50 | holding | — | — | — | Jan 2, 2016 | May 9, 2020 | Common Stock | 639,535 | — | D |
Explanation of responses
- F1On April 30, 2013, Reporting Person purchased a Convertible Promissory Note Due 2018 (the "Note") in the original principal amount of $5,700,000 that was convertible by Reporting Person 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), Reporting Person was to receive 524,138 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 Reporting Person 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 524,138 shares of IMH's Common Stock, par value $0.01 per share, which conversion was effective as of February 10, 2016.
- F2As previously reported on a Form 4 filed by Reporting Person on May 11, 2015, on May 8, 2015, Reporting Person purchased a Convertible Promissory Note Due 2020 in the original principal amount of $13,750,000 that is convertible by Reporting Person 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), Reporting Person will receive 639,535 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The Convertible Promissory Note Due 2020 is due and payable, to the extent not converted, on or before May 9, 2020.