SEC Form 4 · accession 0001209191-15-041222

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

May 8, 2015

Accepted (ET)

May 11, 2015 · 5:13 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001000298

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	100,000	D
Common Stock^F1	holding	—	—	—	1,150,000	I	See footnote.
Common Stock^F2	holding	—	—	—	197,902	I	See footnote.
Common Stock^F3	holding	—	—	—	120,000	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^F5,F6,F7,F8	$21.50	May 8, 2015	P	—	A	Jan 2, 2016	May 9, 2020	Common Stock	639,535	—	I
Convertible Promissory Note Due 2018^F4,F6,F7,F8	$10.875	holding	—	—	—	Apr 30, 2013	Apr 30, 2018	Common Stock	524,138	—	I

Explanation of responses

F1The shares of common stock are held by RHP Trust, dated May 31, 2011 (the "Trust"), of which Reporting Person is the sole beneficiary, 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 as of May 8, 2015.
F2The shares of common stock are held by Dito Devcar LP, over which 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 Dito Devcar LP as of May 8, 2015.
F3The shares of common stock are held by Dito Caree LP, over which 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 Dito Caree LP as of May 8, 2015.
F4As previously reported on a Form 4 filed by Reporting Person on May 2, 2013, on April 30, 2013, the Trust purchased a Convertible Promissory Note Due 2018 in the original principal amount of $5,700,000 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 524,138 shares of common stock (subject to adjustment in the event of stocks 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.
F5On 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 note is due and payable, to the extent not converted, on or before May 9, 2020.
F6The 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.
F7As of May 8, 2015, Reporting Person may be deemed to beneficially own an aggregate of 2,731,575 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 2,631,575 shares owned indirectly, consisting of (i) 1,150,000 shares owned directly by the Trust, (ii) 524,138 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, (iii) 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, (iv) 197,902 shares owned directly by Dito Devcar LP (over which shares Reporting Person shares voting and investment power), and
F8(Continued from footnote 7) (v) 120,000 shares owned directly by Dito Caree LP (over which shares Reporting Person shares voting and investment power).