SEC Form 4 · accession 0001144204-18-002498
Limbach Holdings, Inc. · LMB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 12, 2018
Accepted (ET)
Jan 17, 2018 · 5:46 pm EST
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 | Jan 12, 2018 | D | 280,000 | D | Jul 20, 2016 | — | Common Stock | 560,000 | 0 | D |
Explanation of responses
- F1Each share of Class A Preferred Stock may be converted (at the holder's election) into 2.00 shares of the Issuer's 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 the Issuer's 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.
- F2The Issuer would have been required to redeem all outstanding shares of Class A Preferred Stock by July 20, 2022 (the six-year anniversary of the date of issuance).
- F3On January 12, 2018, the Issuer provided 1347 Investors LLC ("1347 Investors") with a written notice to exercise Issuer's option (under the Preferred Stock Repurchase Agreement, dated as of July 14, 2017, between 1347 Investors and the Issuer) pursuant to which the Issuer purchased from 1347 Investors 280,000 shares of Class A Preferred Stock for $9,100,000 (consisting of 130% of the liquidation value on the $25.00 per share price of each Class A Preferred Stock).
- 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.