SEC Form 4 · accession 0000899243-17-029383

IMPAC MORTGAGE HOLDINGS INC · IMH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard H/ Pickup

10% Owner

Period of report

Dec 19, 2017

Accepted (ET)

Dec 21, 2017 · 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 Stock^F1,F2	Dec 19, 2017	P	14,843	$10.4325	A	1,400,000	I	See footnote.
Common Stock^F3,F4	Dec 19, 2017	P	7,555	$10.4529	A	902,500	I	See footnote.
Common Stock	Dec 20, 2017	P	20,000	$10.05	A	120,000	D
Common Stock^F5,F4	Dec 20, 2017	P	12,500	$10.062	A	915,000	I	See footnote.
Common Stock^F6	holding	—	—		—	2,660,465	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 2020^F7,F8	$21.50	holding	—	—	—	Jan 2, 2016	May 9, 2020	Common Stock	639,535	13,750,000	I

Explanation of responses

F1This transaction was executed in multiple trades at prices ranging from $10.385 to $10.50; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
F2The shares of common stock were purchased by Dito Caree Limited Partnership, over 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 execution of this purchase transaction.
F3This transaction was executed in multiple trades at prices ranging from $10.40 to $10.4999; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
F4The shares of common stock were purchased by Dito Devcar Limited Partnership, over 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 execution of this purchase transaction.
F5This transaction was executed in multiple trades at prices ranging from $10.05 to $10.08; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
F6The shares of common stock are held by RHP Trust, dated May 31, 2011 (the "Trust"), over which shares Reporting Person exercises sole 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 $13,750,000 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 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.
F8As of December 20, 2017, Reporting Person may be deemed to beneficially own an aggregate of 5,735,000 shares of the common stock, consisting of (a) 120,000 shares owned directly, and (b) an aggregate of 5,615,000 shares owned indirectly, consisting of (i) 2,660,465 shares owned directly by the trust (over which shares Reporting Person exercises sole voting and investment power), (ii) 639,535 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, (iii) 915,000 shares owned directly by Dito Devcar Limited Partnership (over which shares Reporting Person exercises sole voting and investment power), and (iv) 1,400,000 shares owned directly by Dito Caree Limited Partnership (over which shares Reporting Person exercises sole voting and investment power).

Remarks

This is a late filing with respect to the transaction[s] reported in Table I dated December 19, 2017; pursuant to the General Instructions of Form 4, a Form 4 relating to such transaction should have been filed within two business days following the date of such transaction.