Statement of Ownership (sc 13g)
03 Novembre 2022 - 9:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. __)
Under
the Securities Exchange Act of 1934
Impac
Mortgage Holdings, Inc.
(Name
of issuer)
Common
Stock
(Title
of class of securities)
45254P508
(CUSIP
number)
10/27/2022
(Date
of event which requires filing of this statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
Potential
persons who are to 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.
(1) |
Names
of reporting persons
Camac
Fund, LP |
(2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☒
|
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization
Delaware,
United States of America |
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(5) |
Sole
voting power
0 |
(6) |
Shared
voting power
3,283,147 |
(7) |
Sole
dispositive power
0 |
(8) |
Shared
dispositive power
3,283,147 |
(9) |
Aggregate
amount beneficially owned by each reporting person
3,283,147 |
(10) |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
(11) |
Percent
of class represented by amount in Row (9)
9.9% |
(12) |
Type
of reporting person (see instructions)
PN |
(1) |
Names
of reporting persons
Camac
Partners, LLC |
(2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☒
|
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization
Delaware,
United States of America |
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(5) |
Sole
voting power
0 |
(6) |
Shared
voting power
3,283,147 |
(7) |
Sole
dispositive power
0 |
(8) |
Shared
dispositive power
3,283,147 |
(9) |
Aggregate
amount beneficially owned by each reporting person
3,283,147 |
(10) |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
(11) |
Percent
of class represented by amount in Row (9)
9.9% |
(12) |
Type
of reporting person (see instructions)
OO |
(1) |
Names
of reporting persons
Camac
Capital, LLC |
(2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☒
|
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization
Delaware,
United States of America |
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(5) |
Sole
voting power
0 |
(6) |
Shared
voting power
3,283,147 |
(7) |
Sole
dispositive power
0 |
(8) |
Shared
dispositive power
3,283,147 |
(9) |
Aggregate
amount beneficially owned by each reporting person
3,283,147 |
(10) |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
(11) |
Percent
of class represented by amount in Row (9)
9.9% |
(12) |
Type
of reporting person (see instructions)
OO |
(1) |
Names
of reporting persons
Eric Shahinian |
(2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☒ (b) ☐
|
(3) |
SEC
use only
|
(4) |
Citizenship
or place of organization
Delaware,
United States of America |
Number of
shares
beneficially
owned by
each
reporting
person
with: |
(5) |
Sole
voting power
0 |
(6) |
Shared
voting power
3,283,147 |
(7) |
Sole
dispositive power
0 |
(8) |
Shared
dispositive power
3,283,147 |
(9) |
Aggregate
amount beneficially owned by each reporting person
3,283,147 |
(10) |
Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ |
(11) |
Percent
of class represented by amount in Row (9)
9.9% |
(12) |
Type
of reporting person (see instructions)
IN |
Item
1 (a). |
Name
of Issuer: Impac Mortgage Holdings, Inc.. |
|
|
Item
1 (b). |
Address
of Issuer’s Principal Executive Offices: |
19500
Jamboree Road
Irvine,
CA 95612
Item 2 (a). |
Name of Person Filing: |
This schedule 13G
with respect to the Common Stock is filed with the Securities and Exchange
Commission on November 3, 2022, by Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), Camac Partners, LLC, a
Delaware limited partnership (“Camac Partners”), Camac Capital, LLC, a Delaware limited liability company (“Camac
Capital”), and Eric Shahinian. Each of the foregoing is referred to as a “Reporting Person” and collectively as
the “Reporting Persons”.
Camac
Partners is the investment manager of Camac Fund. Camac Capital is the general partner of Camac Fund and the managing member of Camac
Partners. Mr. Shahinian is the managing member of Camac Capital. By virtue of these relationships, each of Camac Fund, Camac Partners,
Camac Capital, and Eric Shahinian may be deemed to beneficially own the Shares (as defined below) owned by Camac Fund.
Item
2 (b). |
Address
of Principal Business Office or, if none, Residence: |
The
address of the principal business office of Camac Fund, Camac Partners, Camac Capital and Eric Shahinian is 350 Park Avenue, 13th
Floor, New York, NY 10022.
Camac Fund, Camac Partners, and Camac Capital
were organized, associated or formed under the laws
of the State of Delaware. Eric Shahinian is a citizen of the United States of America.
Item
2 (d). | Title
of Class of Securities: Common Stock |
Item
2 (e). | CUSIP
No: 45254P508 |
Item
3. | If
this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person
filing is a: |
|
a. |
☐
Broker or dealer registered under Section 15 of the Act; |
|
b. |
☐ Bank as defined in Section 3(a)(6) of the Act; |
|
c. |
☐ Insurance company as defined in Section 3(a)(19) of the Act; |
|
d. |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940; |
|
e. |
☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
f. |
☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
g. |
☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
h. |
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
i. |
☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
of 1940; |
|
j. |
☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
k. |
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____ |
On
October 31, 2022, Camac Fund directly held 3,283,147 shares of the Common Stock of the Company.
The
percentages used herein and in the rest of this Schedule 13G are calculated based upon a total of 33,268,534 shares of Common Stock issued
and outstanding as of October 31, 2022, as reported to representatives of Camac Fund by the management of Impac Mortgage Holdings, Inc.
All shares of Impac Mortgage Holdings, Inc. are held directly by Camac Fund, and deemed beneficially owned by Mr. Shahinian. Mr. Shahinian
disclaims beneficial ownership of the shares held directly by Camac Fund.
Camac
Fund
|
(a) |
Amount Beneficially Owned: 3,283,147 shares |
|
(b) |
Percent of Class: 9.9% |
|
(c) |
Number of Shares as to which Such Person has: |
|
(i) |
sole power to vote or to direct the vote 0 shares |
|
|
|
|
(ii) |
shared power to vote or to direct the vote 3.283,147 shares |
|
|
|
|
(iii) |
sole power to dispose or to direct the disposition of 0 shares |
|
|
|
|
(iv) |
shared power to dispose or to direct the disposition of 3,283,147
shares |
Camac
Partners
|
(a) |
Amount Beneficially Owned: 3,283,147 shares |
|
|
|
|
(b) |
Percent of Class: 9.9% |
|
|
|
|
(c) |
Number of Shares as to which Such Person has: |
|
(i) |
sole power to vote or to direct the vote 0 shares |
|
|
|
|
(ii) |
shared power to vote or to direct the vote 3,283,147 shares |
|
|
|
|
(iii) |
sole power to dispose or to direct the disposition of 0 shares |
|
|
|
|
(iv) |
shared power to dispose or to direct the disposition of 3,283,147
shares |
Camac
Capital
|
(a) |
Amount Beneficially Owned: 3,283,147 shares |
|
|
|
|
(b) |
Percent of Class: 9.9% |
|
|
|
|
(c) |
Number of Shares as to which Such Person has: |
|
(i) |
sole power to vote or to direct the vote 0 shares |
|
|
|
|
(ii) |
shared power to vote or to direct the vote 3,283,147 shares |
|
|
|
|
(iii) |
sole power to dispose or to direct the disposition of 0 shares |
|
|
|
|
(iv) |
shared power to dispose or to direct the disposition of 3,283,147
shares |
Eric
Shahinian
|
(a) |
Amount Beneficially Owned: 3,283,147 shares |
|
|
|
|
(b) |
Percent of Class: 9.9% |
|
|
|
|
(c) |
Number of Shares as to which Such Person has: |
|
(i) |
sole power to vote or to direct the vote 0 shares |
|
|
|
|
(ii) |
shared power to vote or to direct the vote 3,283,147 shares |
|
|
|
|
(iii) |
sole power to dispose or to direct the disposition of 0 shares |
|
|
|
|
(iv) |
shared power to dispose or to direct the disposition of 3,283,147
shares |
Item 5. |
Ownership of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Item 6. |
Ownership of More Than Five Percent on Behalf of Another
Person |
Not
applicable.
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company |
Not
applicable.
Item 8. |
Identification and Classification of Members of the Group
|
Not
applicable.
Item 9. |
Notice of Dissolution of Group |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
November 3, 2022
Camac
Fund, LP |
|
|
|
|
By:
Camac Capital, LLC, |
|
its
general partner |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
Name:
|
Eric
Shahinian |
|
Title:
|
Managing
Member of the GP |
|
|
|
|
Camac
Partners, LLC |
|
|
|
|
By: Camac Capital, LLC, |
|
its general partner |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
|
Managing
Member of the GP |
|
|
|
|
Camac
Capital, LLC |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
|
Managing
Member |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
EXHIBIT
INDEX
Exhibit A - Joint Filing Agreement dated November 3, 2022, by and between Camac Fund, Camac Partners, Camac Capital and Eric Shahinian.
Exhibit A
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)(1)
The
undersigned acknowledge and agree that the foregoing statement of Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement of Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that
such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together
shall constitute one and the same instrument.
Dated:
November 4, 2022.
Camac
Fund, LP |
|
|
|
|
By:
Camac Capital, LLC, |
|
its
general partner |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
Name:
|
Eric
Shahinian |
|
Title:
|
Managing
Member of the GP |
|
|
|
|
Camac
Partners, LLC |
|
|
|
|
By: Camac Capital, LLC, |
|
its general partner |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
|
Managing
Member of the GP |
|
|
|
|
Camac
Capital, LLC |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
|
Managing
Member |
|
|
|
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
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