Initial Statement of Beneficial Ownership (3)
March 31 2023 - 3:38PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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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
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Sharp Jay |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/29/2023
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3. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [LMB]
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(Last)
(First)
(Middle)
797 COMMONWEALTH DRIVE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
President of Limbach / |
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(Street)
WARRENDALE, PA 15086
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock | 52477 (1)(2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | The amount of common stock listed contains 553 and 281 shares of restricted stock, subject to certain vesting conditions, that was purchased under the Limbach Holdings, Inc. (the "Company") Employee Stock Purchase Plan on June 30, 2022 and December 30, 2022, respectively, and vests fully on the one-year anniversary of their respective purchase dates. |
| (2) | The amount of common stock also contains awards of restricted stock units (each, an "RSU") granted on 1/1/2021, 1/1/2022, 1/4/2023, and 1/17/2023, respectively. Each RSU represents a contingent right to receive one share of the Company's common stock, exempt under Rule 16b-3(d)(1) and (3). Each award is subject to service-based vesting conditions. The awards vest, in the aggregate, in the amount of 8,162 shares on January 1, 2024, 5,495 shares on January 1, 2025, and 3,194 shares on January 1, 2026. The amount of common stock does not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievements of the applicable performance goals. Any such performance-based RSU's will be reported on a Form 4 within two business days of the date of such determination. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Sharp Jay
797 COMMONWEALTH DRIVE
WARRENDALE, PA 15086 |
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| President of Limbach |
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Signatures
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| /s/ Jeremiah G. Garvey, Attorney-in-Fact for Jay A. Sharp | | 3/31/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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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