SEC Form 4 · accession 0001596771-16-000129

Limbach Holdings, Inc. · LMB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Operations Officer

Period of report

Jul 20, 2016

Accepted (ET)

Jul 22, 2016 · 3:26 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 Stock^F1	Jul 20, 2016	A	100	—	A	100	D
Common Stock^F2,F3	Jul 20, 2016	A	108,989	—	A	108,989	I	Held by Limbach Management Holding Company LLC

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant to Purchase Common Stock^F2,F3	$12.50	Jul 20, 2016	A	33,069	A	Aug 19, 2016	Aug 19, 2023	Common Stock	33,069	33,069	I
Warrant to Purchase Common Stock^F2,F3	$11.50	Jul 20, 2016	A	49,604	A	Aug 19, 2016	Aug 19, 2023	Common Stock	49,604	49,604	I

F1Pursuant to the terms of an Agreement and Plan of Merger dated March 23, 2016 (the "Merger Agreement") between 1347 Capital Corp. n/k/a Limbach Holdings, Inc. (the "Company") and Limbach Holdings, LLC ("Oldco"), the reporting person received cash and 100 shares of common stock of the Company in exchange for 30,000 options to purchase membership interests of Oldco. The closing price of the Company's common stock on the day of the transaction was $7.51.
F2Pursuant to the terms of the Merger Agreement, Limbach Management Holding Company LLC received cash, 108,989 shares of common stock of the Company, 33,069 warrants to purchase shares of common stock at an exercise price of $12.50, and 49,604 warrants to purchase shares of common stock at an exercise price of $11.50 in exchange for 500,000 Class A-1 units of membership interest of Oldco. The closing price of the Company's common stock on the day of the transaction was $7.51.
F3Mr. Thorne owns an equity interest in Limbach Management Holding Company, LLC, the direct holder of the shares. Mr. Thorne disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.