SEC Form 4 · accession 0001209191-15-041210
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
May 8, 2015
Accepted (ET)
May 11, 2015 · 5:00 pm EDT
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 | holding | — | — | — | 75,000 | D | ||
| Common StockF1 | holding | — | — | — | 240,000 | I | See footnote. | |
| Common StockF2 | holding | — | — | — | 63,000 | I | See footnote. | |
| Common StockF3 | holding | — | — | — | 300,000 | I | See footnote. | |
| Common StockF4 | 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 2020F6,F7,F8,F9 | $21.50 | May 8, 2015 | P | — | A | Jan 2, 2016 | May 9, 2020 | Common Stock | 465,117 | — | I |
| Convertible Promissory Note Due 2018F5,F8,F9 | $10.875 | holding | — | — | — | Apr 30, 2013 | Apr 30, 2018 | Common Stock | 898,851 | — | I |
Explanation of responses
- F1The share 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 the Trust on May 8, 2013, on April 30, 2013, the Trust purchased a Convertible Promissory Note Due 2018 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 Due 2018 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.
- F6On 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 note is due and payable, to the extent not converted, on or before May 9, 2020.
- F7The derivative securities were purchased by the Trust, of which Reporting Person is the sole beneficiary, over which securities Reporting Person exercises sole voting and investment power, and the number of derivative securities reflected in columns 5 and 9 represents the original principal balance of the Convertible Promissory Note Due 2020 acquired directly by the Trust in this purchase transaction.
- F8As of May 8, 2015, Reporting Person may be deemed to beneficially own an aggregate of 2,141,968 shares of the common stock, consisting of (a) 75,000 shares owned directly, and (b) an aggregate of 2,066,968 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 Promissory Note Due 2018 owned directly by the Trust, (ii) 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, (iii) 240,000 shares owned directly by Pickup Grandchildren's Trust (over which shares Reporting Person exercises sole voting and investment power), (Continued in footnote 9)
- F9(iv) 63,000 shares owned directly by Pickup Living Trust (over which shares Reporting Person exercises sole voting and investment power), (v) 300,000 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), and (vi) 100,000 shares owned directly by Plus Four Equity Partners, L.P. (over which shares Reporting Person shares voting and investment power).