SEC Form 4 · accession 0001144204-16-128062
Limbach Holdings, Inc. · LMB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kristopher L. Thorne
Officer — Chief Operations Officer
Period of report
Oct 11, 2016
Accepted (ET)
Oct 13, 2016 · 9:00 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,F2 | Oct 11, 2016 | J | 108,989 | — | D | 100 | I | See Footnote |
| Common StockF4,F3 | Oct 11, 2016 | J | 2,045 | — | A | 2,145 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Merger Warrants (right to buy)F1,F5 | $12.50 | Oct 11, 2016 | J | 33,069 | D | Aug 19, 2016 | Jul 20, 2023 | Common Stock | 33,069 | 0 | I |
| Merger Warrants (right to buy)F3,F5 | $12.50 | Oct 11, 2016 | J | 620 | A | Aug 19, 2016 | Jul 20, 2023 | Common Stock | 620 | 620 | D |
| Additional Merger Warrants (right to buy)F1,F6 | $11.50 | Oct 11, 2016 | J | 49,604 | D | Aug 19, 2016 | Jul 20, 2021 | Common Stock | 49,604 | 0 | I |
| Additional Merger Warrants (right to buy)F3,F6 | $11.50 | Oct 11, 2016 | J | 931 | A | Aug 19, 2016 | Jul 20, 2021 | Common Stock | 931 | 931 | D |
Explanation of responses
- F1These reported securities were held directly by Limbach Management Holding Company, LLC ("LMHC"). The Reporting person held an equity interest in LMHC until LMHC's dissolution and liquidation. The Reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. These reported dispositions reflect the liquidation of LMHC's holdings following its dissolution.
- F2These shares are held directly by the Reporting Person and were not held by LMHC.
- F3Following LMHC's dissolution and liquidation, these securities, previously held directly by LMHC, were distributed pro rata to LMHC's equity holders.
- F4938 of such shares are subject to certain transfer restrictions pursuant to a lockup agreement between the Reporting Person and the Issuer.
- F5The warrants will expire seven years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon liquidation.
- F6The warrants will 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.
Remarks
See Exhibit 24.1 - Power of Attorney