SEC Form 4 · accession 0001140361-18-007008
IMH Financial Corp · [NONE]
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 9, 2018
Accepted (ET)
Feb 13, 2018 · 3:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001397403
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-2 Cumulative Convertible Preferred StockF1,F2,F3 | — | Feb 9, 2018 | P | 2,352,941 | A | — | — | Common Stock | — | 2,352,941 | I |
| WarrantsF3,F4 | $2.25 | Feb 9, 2018 | P | 600,000 | A | — | — | Common Stock | 600,000 | 600,000 | I |
Explanation of responses
- F1The Series B-3 Cumulative Convertible Preferred Stock ("Series B-3 Preferred Stock") is convertible at any time into the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of Series B-3 Preferred Stock is convertible, at the election of the holder, into a number of shares of Common Stock determined by dividing (i) the sum of (a) $3.40 and (b) all accrued and unpaid dividends on such Series B-3 Preferred Stock by (ii) the then effective conversion price. Initially, each share of Series B-3 Preferred Stock is convertible into one share of Common Stock. The conversion price, and number of shares issuable upon conversion of Series B-3 Preferred Stock, are subject to adjustment as provided in the Second Amended and Restated Certificate of Designation of Series B-1 Cumulative Convertible Preferred Stock, Series B-2 Cumulative Convertible Preferred Stock and Series B-3 Cumulative Convertible Preferred Stock of the Issuer ("Restated Certificate of Designation").
- F2Series B-3 Preferred Stock will automatically be converted into shares of Common Stock at the then effective conversion price upon the closing of a sale of shares of Common Stock at a price equal to or greater than two and a quarter times (2.25x) $3.2171 (subject to adjustment in accordance with the Restated Certificate of Designation), in a firm commitment underwritten public offering and listing of the Common Stock on a national securities exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Issuer.
- F3The securities reported herein are directly owned by JPMorgan Chase Funding Inc., a wholly owned subsidiary of JPMorgan Chase & Co. JPMorgan Chase & Co. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any.
- F4These warrants shall be exercisable from and after February 9, 2021 through February 8, 2023.
Remarks
On April 24, 2017, JPMorgan Chase Funding Inc. appointed Chadwick S. Parson as a member of the board of directors of the Issuer. JPMorgan Chase Funding Inc. may therefore be deemed a director by deputization.