SEC Form 4/A · accession 0001104659-18-046578
Limbach Holdings, Inc. · LMB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
David S Gellman
Director
Period of report
Jan 31, 2018
Accepted (ET)
Jul 23, 2018 · 6:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606163
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4 | Jan 31, 2018 | J | 1,356,355 | $0.00 | D | 0 | I | See Footnote |
| Common StockF2 | Jan 31, 2018 | J | 4,762 | $0.00 | A | 4,762 | D | |
| Common StockF3,F5 | Jan 31, 2018 | J | 40,035 | $0.00 | A | 40,035 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF4 | $12.50 | Jan 31, 2018 | J | 525,322 | D | Aug 19, 2016 | Aug 19, 2023 | Common Stock | 525,322 | 0 | I |
| Warrant to Purchase Common StockF4 | $11.50 | Jan 31, 2018 | J | 787,982 | D | Aug 19, 2016 | Aug 19, 2021 | Common Stock | 787,982 | 0 | I |
| Warrant to Purchase Common Stock | $12.50 | Jan 31, 2018 | J | 1,844 | A | Aug 19, 2016 | Aug 19, 2023 | Common Stock | 1,844 | 1,844 | D |
| Warrant to Purchase Common Stock | $11.50 | Jan 31, 2018 | J | 2,768 | A | Aug 19, 2016 | Aug 19, 2021 | Common Stock | 2,768 | 2,768 | D |
| Warrant to Purchase Common StockF3,F5 | $12.50 | Jan 31, 2018 | J | 15,504 | A | Aug 19, 2016 | Aug 19, 2023 | Common Stock | 15,504 | 15,504 | I |
| Warrant to Purchase Common StockF3,F5 | $11.50 | Jan 31, 2018 | J | 23,260 | A | Aug 19, 2016 | Aug 19, 2021 | Common Stock | 23,260 | 23,260 | I |
Explanation of responses
- F1The transactions reported represent pro rata distributions, and not purchases or sales of securities, by FdG Capital Partners LLC to its members without consideration.
- F2Represents securities received as pro rata distributions by Mr. Gellman as a member of Huck Holdings LLC immediately following distributions to Huck Holdings LLC as a member of FdG Capital Partners LLC.
- F3Represents securities received as pro rata distributions from FdG Capital Partners LLC (which has been dissolved) and held directly by FdG Capital Associates LLC, of which Mr. Gellman is a member and on the board of managers. Mr. Gellman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- F4The securities distributed were held directly by FdG Capital Partners LLC. Mr. Gellman is the sole member of the investment committee of FdG Capital Partners LLC. Mr. Gellman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- F5This amendment is being filed to reflect that, effective July 20, 2018, FdG Capital Associates has implemented certain information barrier procedures. Pursuant to these procedures, Mr. Gellman is required to, among other things, refrain from, directly or indirectly, participating in, recommending or supervising any decision to buy, sell or hold securities of the Issuer for, among others, FdG Capital Associates and refrain from disclosing to any person outside of the information barrier (including any other member of the board of managers of FdG Capital Associates, LLC) any confidential information concerning the Issuer.