SEC Form 4 · accession 0000899243-19-002896

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

Sep 26, 2018

Accepted (ET)

Feb 7, 2019 · 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	Sep 26, 2018	S	50,000	$7.2528	D	50,000	I	See footnote.
Common Stock^F3,F4	Nov 29, 2018	P	7,240	$3.9118	A	57,240	I	See footnote.
Common Stock^F5,F4	Nov 30, 2018	P	12,259	$3.8862	A	69,499	I	See footnote.
Common Stock^F4	Dec 3, 2018	P	5,000	$3.80	A	74,499	I	See footnote.
Common Stock^F4	Dec 6, 2018	P	2,505	$3.57	A	77,004	I	See footnote.
Common Stock^F6,F4	Dec 10, 2018	P	2,996	$3.6322	A	80,000	I	See footnote.
Common Stock	holding	—	—		—	100,000	D
Common Stock^F7	holding	—	—		—	1,793,796	I	See footnote.
Common Stock^F8	holding	—	—		—	300,000	I	See footnote.
Common Stock^F9	holding	—	—		—	100,000	I	See footnote.
Common Stock^F10	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 2020^F11,F12,F13	$21.50	holding	—	—	—	Jan 2, 2016	May 9, 2020	Common Stock	465,117	10,000,000	I

Explanation of responses

F1This transaction was executed in multiple trades at prices ranging from $7.2167 to $7.3313; the price reported above reflects the weighted average sale 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.
F10The shares of common stock are held directly by Plus Four Equity Partners, L.P., over which shares Reporting Person shares voting and investment power.
F11As 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 is due and payable, to the extent not converted, on or before May 9, 2020.
F12As of December 10, 2018, Reporting Person may be deemed to beneficially own an aggregate of 2,938,913 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 2,838,913 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) 300,000 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) 1,793,796 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), (Continued in footnote 13)
F13(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) 80,000 shares owned directly by Vintage Trust, dated October 28, 1993 (over which shares Reporting Person exercises sole voting and investment power).
F2The shares of common stock were sold directly by Vintage Trust, dated October 28, 1993, over which shares Reporting Person shares 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.
F3This transaction was executed in multiple trades at prices ranging from $3.88 to $3.92; 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 directly by Vintage Trust, dated October 28, 1993, over which shares Reporting Person shares 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 $3.85 to $3.92; 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.
F6This transaction was executed in multiple trades at prices ranging from $3.6276 to $3.64; 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.
F7The shares of common stock are held directly by Vintage Trust II, dated July 19, 2007 (the "Trust"), over which shares Reporting Person exercises sole voting and investment power.
F8The shares of common stock are held directly by Pickup Grandchildren's Trust, over which shares Reporting Person exercises sole voting and investment power.
F9The shares of common stock are held directly by Pickup Living Trust, over which shares Reporting Person exercises sole voting and investment power.

Remarks

This is a late filing with respect to the transactions reported in Table I dated September 26, 2018, November 29, 2018, November 30, 2018, December 3, 2018, December 6, 2018, and December 10, 2018; 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.