SEC Form 4/A · accession 0001144204-16-127109
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 owners
1347 Investors LLC
Director · 10% Owner · Other
1347 Capital LLC
Director · 10% Owner · Other
Period of report
Jul 21, 2014
Accepted (ET)
Oct 5, 2016 · 9:48 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 StockF1,F8 | Jul 21, 2014 | P$0 | 180,000 | — | A | 1,330,000 | D | |
| Common StockF1,F8 | Jul 23, 2014 | P$0 | 18,000 | — | A | 1,348,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private RightsF1,F8,F2,F3 | $11.50 | Jul 21, 2014 | P | 180,000 | A | — | — | Common Stock | 18,000 | 180,000 | D |
| Private WarrantsF1,F8,F4,F5 | $11.50 | Jul 21, 2014 | P | 180,000 | A | — | — | Common Stock | 90,000 | 180,000 | D |
| $15 Exercise Price Sponsor WarrantsF8,F6,F7 | $15.00 | Jul 21, 2014 | P | 600,000 | A | — | — | Common Stock | 600,000 | 600,000 | D |
| Private RightsF1,F8,F2,F3 | $11.50 | Jul 23, 2014 | P | 18,000 | A | — | — | Common Stock | 1,800 | 198,000 | D |
| Private WarrantsF1,F8,F4,F5 | $11.50 | Jul 23, 2014 | P | 18,000 | A | — | — | Common Stock | 9,000 | 198,000 | D |
Explanation of responses
- F1The reported securities are included in Private Units purchased from the Issuer in a private placement. The Private Units were purchased at a price of $10.00 per Private Unit. Each Private Unit consists of one share of the Issuer's common stock, one right to receive one-tenth (1/10) of a share of the Issuer's common stock automatically on the consummation of an initial business combination by the Issuer, and one warrant to purchase one-half of one share of the Issuer's common stock.
- F2The reported securities represent the right to receive one-tenth (1/10) of a share of the Issuer's common stock automatically on the consummation of an initial business combination by the Issuer.
- F3The Issuer has until 18 months from the closing of its initial public offering (or 24 months from the closing of its initial public offering if the Issuer has executed a letter of intent or definitive agreement for an initial business combination within 18 months from the closing of the Issuer's initial public offering but has not completed the initial business combination within such 18-month period) to consummate its initial business combination. In the event that the Issuer is unable to consummate its initial business combination within such time period, the reported securities will expire and will be worthless.
- F4The reported securities will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination, and (ii) 12 months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the reported securities and a current prospectus relating to them is available (or the Issuer permits holders to exercise the reported securities on a cashless basis under the circumstances specified in the warrant agreement between the Issuer and Continental Stock Transfer & Trust Company).
- F5The reported securities expire five years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.
- F6The reported securities will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination, and (ii) 12 months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the reported securities and a current prospectus relating to them is available.
- F7The reported securities expire seven years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation.
- F8The reported securities are held directly by 1347 Investors LLC and indirectly by 1347 Capital LLC, which is the manager of 1347 Investors LLC.
Remarks
The Reporting Person's Form 4 filed on July 23, 2014 failed to note that 1347 Investors LLC and 1347 Capital LLC may be deemed directors by deputization as a result of Larry G. Swets, Jr., the manager of 1347 Investors LLC, serving on the board of directors of the Issuer. This fact was also omitted in error from all intervening reports. The transactions on this form are not new or revised, but are being reported again to gain access to the U.S. Securities and Exchange Commission's EDGAR filing system.