SEC Form 4 · accession 0000899243-18-029036
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
Nov 13, 2018
Accepted (ET)
Nov 15, 2018 · 5:01 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 | Nov 13, 2018 | S | 150,000 | $4.75 | D | 2,510,465 | I | See footnote. |
| Common StockF2 | holding | — | — | — | 1,000,000 | I | See footnote. | |
| Common Stock | holding | — | — | — | 120,000 | D | ||
| Common StockF3 | holding | — | — | — | 1,400,000 | 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 2020F4,F5 | $21.50 | holding | — | — | — | Jan 2, 2016 | May 9, 2020 | Common Stock | 639,535 | 13,750,000 | I |
Explanation of responses
- F1The shares of common stock were sold by RHP Trust, dated May 31, 2011 (the "Trust"), over which shares Reporting Person exercised 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 sale transaction.
- F2The shares of common stock are held by Dito Devcar Limited Partnership, over which shares Reporting Person exercises sole voting and investment power.
- F3The shares of common stock are held by Dito Caree Limited Partnership, over which shares Reporting Person exercises sole voting and investment power.
- F4As 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.
- F5As of November 13, 2018, Reporting Person may be deemed to beneficially own an aggregate of 5,670,000 shares of the common stock, consisting of (a) 120,000 shares owned directly, and (b) an aggregate of 5,550,000 shares owned indirectly, consisting of (i) 2,510,465 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) 1,000,000 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).