SEC Form 4 · accession 0001144204-16-116436
Limbach Holdings, Inc. · LMB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
1347 Investors LLC
10% Owner
Period of report
Jul 14, 2016
Accepted (ET)
Aug 4, 2016 · 8:48 am 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 Stock | Jul 14, 2016 | P | 233,401 | $10.00 | A | 2,799,715 | D | |
| Common Stock | Jul 15, 2016 | P | 55,000 | $10.00 | A | 2,854,715 | D | |
| Common StockF1 | Jul 20, 2016 | J | 31,000 | $0.00 | D | 2,823,715 | D | |
| Common StockF2 | Jul 20, 2016 | J | 19,800 | $0.00 | A | 2,843,515 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Public WarrantsF3 | $11.50 | Jul 18, 2016 | P | 340,000 | A | Aug 19, 2016 | Jul 20, 2021 | Common Stock | 170,000 | 340,000 | D |
| Class A Preferred StockF4,F6 | $12.50 | Jul 20, 2016 | P | 400,000 | A | Jul 20, 2016 | — | Common Stock | 800,000 | 400,000 | D |
| Public WarrantsF3 | $11.50 | Jul 27, 2016 | P | 57,000 | A | Aug 19, 2016 | Jul 20, 2021 | Common Stock | 28,500 | 397,000 | D |
| $15 Exercise Price Sponsor WarrantsF5 | $15.00 | Aug 3, 2016 | J | 100,000 | D | Aug 19, 2016 | Jul 20, 2023 | Common Stock | 100,000 | 500,000 | D |
Explanation of responses
- F1Transfer made in consideration of the transferees' agreements to purchase shares of common stock of the Issuer in the open market in connection with the Issuer's consummation of its business combination.
- F2Pursuant to the automatic conversion of 198,000 Private Rights in connection with the Issuer's consummation of its business combination.
- F3Each Public Warrant is exercisable to purchase one-half of one share of common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities--Warrants included as part of units" in the Issuer's registration statement on Form S-1 (File No. 333-195695).
- F4Each share of Class A Preferred Stock may be converted (at the holder's election) into 2.00 shares of common stock (as may be adjusted for any stock splits, reverse stock splits or similar transactions), representing a conversion price of $12.50 per share of common stock; provided, that such conversion is in compliance with the Issuer's listing requirements with NASDAQ, if its shares are listed at such time.
- F5Transfer made in consideration of the transferees' agreements to loan certain funds to the Reporting Person.
- F6Class A Preferred Stock does not have an expiration date.