SEC Form 4 · accession 0001144204-17-037845
Limbach Holdings, Inc. · LMB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 14, 2017
Accepted (ET)
Jul 24, 2017 · 4:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606163
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Preferred StockF3,F4,F1,F2 | $12.50 | Jul 14, 2017 | D | 120,000 | D | Jul 20, 2016 | — | Common Stock | 240,000 | 280,000 | D |
Explanation of responses
- F1Each 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.
- F2Class A Preferred Stock does not have an expiration date.
- F3On July 14, 2017, the Issuer entered into an agreement with 1347 Investors LLC ("1347 Investors") pursuant to which (a) the Issuer purchased from 1347 Investors 120,000 shares of Class A Preferred Stock for $4,092,153 (consisting of 130% of the liquidation value of $25.00, plus 130% of accrued but unpaid dividends, less certain transaction fees), (b) for a period of six months, the Issuer will have the right to repurchase all or a portion of the remaining 280,000 shares of Class A Preferred Stock owned by 1347 Investors for a purchase price equal to 130% of the liquidation value per share plus 130% of any and all accrued but unpaid dividends thereon and (c) 1347 Investors will not, with respect to the 509,500 shares of common stock held in escrow pursuant to its current lock-up arrangement that is to expire on July 20, 2017, sell or otherwise transfer such shares during the period from such expiration to October 20, 2017.
- F4The securities are held directly by 1347 Investors. Larry G. Swets, Jr. is a manager of 1347 Investors and shares voting and dispositive control over the securities held by 1347 Investors. Accordingly, Larry G. Swets, Jr. may be deemed to share beneficial ownership over the securities held directly by 1347 Investors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.
Remarks
1347 Investors may be deemed a director by deputization as a result of Larry G. Swets, Jr., a manager of 1347 Investors, serving on the board of directors of the Issuer.