Statement of Changes in Beneficial Ownership (4)
July 24 2017 - 3:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
1347 Investors LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Limbach Holdings, Inc.
[
LMBH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
150 PIERCE ROAD, 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/14/2017
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(Street)
ITASCA, IL 60143
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class A Preferred Stock
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$12.50
(1)
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7/14/2017
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D
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120000
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7/20/2016
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(2)
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Common Stock
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240000
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$34.10
(3)
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280000
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D
(4)
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Explanation of Responses:
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(1)
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Each 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.
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(2)
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Class A Preferred Stock does not have an expiration date.
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(3)
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On 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.
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(4)
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The 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.
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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1347 Investors LLC
150 PIERCE ROAD
6TH FLOOR
ITASCA, IL 60143
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X
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X
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See Remarks
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SWETS LARRY G JR
150 PIERCE ROAD
6TH FLOOR
ITASCA, IL 60143
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X
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X
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Signatures
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/s/ Elliott M. Smith, Attorney-in-Fact for 1347 Investors LLC
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7/24/2017
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**
Signature of Reporting Person
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Date
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/s/ Elliott M. Smith, Attorney-in-Fact for Larry G. Swets, Jr.
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7/24/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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