SEC Form 4 · accession 0001209191-15-011457

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

Dec 26, 2014

Accepted (ET)

Feb 10, 2015 · 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 Stock^F1	Dec 26, 2014	P	9,618	$6.28	A	226,618	I	See footnote.
Common Stock^F1	Dec 29, 2014	P	3,382	$6.21	A	230,000	I	See footnote.
Common Stock	holding	—	—		—	75,000	D
Common Stock^F2	holding	—	—		—	63,000	I	See footnote.
Common Stock^F3	holding	—	—		—	300,000	I	See footnote.
Common Stock^F4	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 2018^F5,F6,F7,F8	$10.875	holding	—	—	—	Apr 30, 2013	Apr 30, 2018	Common Stock	898,851	9,775,000	I

Explanation of responses

F1The shares of common stock are held directly by Pickup Grandchildren's Trust, over which shares Reporting Person exercises sole voting and investment power.
F2The shares of common stock are held directly by Pickup Living Trust, over which shares Reporting Person exercises sole voting and investment power.
F3The 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.
F4The shares of common stock are held directly by Plus Four Equity Partners, L.P., over which shares Reporting Person shares voting and investment power.
F5As previously reported on a Form 3 filed by Reporting Person on May 8, 2013, on April 30, 2013, the Trust purchased a convertible promissory note in the original principal amount of $9,775,000 that is 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 will receive 898,851 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The convertible promissory note is due and payable, to the extent not converted, on or before April 30, 2018. Reporting Person exercises sole voting and investment power over these securities.
F6The derivative securities were purchased by the Trust, over which securities Reporting Person exercises sole voting and investment power, and the number of derivative securities reflected in column 9 represents the original principal balance of the convertible promissory note acquired by the Trust.
F7As of December 29, 2014, Reporting Person may be deemed to beneficially own an aggregate of 1,666,851 shares of the common stock, consisting of (a) 75,000 shares owned directly, and (b) an aggregate of 1,591,851 shares owned indirectly, consisting of (i) 898,851 shares that the Trust may acquire at any time upon conversion (at the initial conversion price of $10.875 per share) of the outstanding principal balance of a convertible note owned directly by the Trust, (ii) 230,000 shares owned directly by Pickup Grandchildren's Trust (over which shares Reporting Person exercises sole voting and investment power), (iii) 63,000 shares owned directly by Pickup Living Trust (over witch shares Reporting Person exercises sole voting and investment power), (Continued in footnote 8)
F8(iv) 300,000 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), and (v) 100,000 shares owned directly by Plus Four Equity Partners, L.P. (over which shares Reporting Person shares voting and investment power).

Remarks

This is a late filing with respect to the transactions reported in Table I dated December 26, 2014 and December 29, 2014; pursuant to the General Instructions of Form 4, a Form 4 relating to each transaction should have been filed within two business days following the date of such transaction.