SEC Form 4 · accession 0001209191-15-042356
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 11, 2015
Accepted (ET)
May 13, 2015 · 5:01 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 StockF1 | May 11, 2015 | P | 2,500 | $18.51 | A | 1,152,500 | I | See footnote. |
| Common StockF1 | May 11, 2015 | P | 2,500 | $18.52 | A | 1,155,000 | I | See footnote. |
| Common StockF1 | May 12, 2015 | P | 2,500 | $17.30 | A | 1,157,500 | I | See footnote. |
| Common StockF1 | May 12, 2015 | P | 925 | $17.10 | A | 1,158,425 | I | See footnote. |
| Common Stock | holding | — | — | — | 100,000 | D | ||
| Common StockF2 | holding | — | — | — | 197,902 | I | See footnote. | |
| Common StockF3 | 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 2018F4,F6,F7 | $10.875 | holding | — | — | — | Apr 30, 2013 | Apr 30, 2018 | Common Stock | 524,138 | — | I |
| Convertible Promissory Note Due 2020F5,F6,F7 | $21.50 | holding | — | — | — | Jan 2, 2016 | May 9, 2020 | Common Stock | 639,535 | — | 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 upon execution of this purchase transaction.
- 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 12, 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 12, 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.
- F5As 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.
- F6As of May 12, 2015, Reporting Person may be deemed to beneficially own an aggregate of 2,740,000 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 2,640,000 shares owned indirectly, consisting of (i) 1,158,425 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
- F7(Continued from footnote 6) (v) 120,000 shares owned directly by Dito Caree LP (over which shares Reporting Person shares voting and investment power).