SEC Form 4 · accession 0001596771-16-000135

Limbach Holdings, Inc. · LMB

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

Reporting owner

Director · 10% Owner

Period of report

Jul 20, 2016

Accepted (ET)

Jul 22, 2016 · 4:27 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,F2	Jul 20, 2016	A	1,743,810	—	A	1,743,810	I	Held by FdG HVAC LLC

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant to Purchase Common Stock^F1,F2	$12.50	Jul 20, 2016	A	529,101	A	Aug 19, 2016	Aug 19, 2023	Common Stock	529,101	529,101	I
Warrant to Purchase Common Stock^F1,F2	$11.50	Jul 20, 2016	A	793,651	A	Aug 19, 2016	Aug 19, 2023	Common Stock	793,651	793,651	I

F1Pursuant to the terms of an Agreement and Plan of Merger dated March 23, 2016 between 1347 Capital Corp. n/k/a Limbach Holdings, Inc. (the "Company") and Limbach Holdings, LLC ("Oldco"), FdG HVAC LLC received cash, 1,743,810 shares of common stock of the Company, 529,101 warrants to purchase shares of common stock at an exercise price of $12.50, and 793,651 warrants to purchase shares of common stock at an exercise price of $11.50 in exchange for 7,999,999 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.
F2The securities are held directly by FdG HVAC LLC. The managing member of FdG HVAC LLC is FdG Capital Partners, LLC. Mr. Gellman is the sole member of the investment committee of the managing member of FdG Capital Partners, LLC. Mr. Gellman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.