FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

PICKUP RICHARD H.
2. Issuer Name and Ticker or Trading Symbol

IMPAC MORTGAGE HOLDINGS INC [ IMH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

2532 DUPONT DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2022
(Street)

IRVINE, CA 92612
(City)        (State)        (Zip)
4. 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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/15/2022  S  925000 D$0.3425 2700000 I See footnote (1)
Common Stock         1000000 I See footnote (2)
Common Stock         120000 D  
Common Stock         1400000 I See footnote (3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Promissory Note Due 2020 $21.50 (4)          1/2/2016 (4)11/9/2020 (4)Common Stock 639535 (4) 13750000 (4)I See Footnotes (4)(6)(7)
Non-Qualified Stock Option $3.75           2/26/2020 (5)2/26/2029 Common Stock 30000  30000 D  
Non-Qualified Stock Option $5.34           2/12/2021 (8)2/12/2030 Common Stock 30000  30000 D  
Warrant $2.97           10/15/2020 4/15/2025 Common Stock 116956.95  116956.95 I See Footnotes (6)(7)

Explanation of Responses:
(1) The shares of common stock were sold by RHP Trust, dated May 31, 2011 (the "Trust"), over which shares Reporting Person exercises sole voting and investment power.
(2) The shares of common stock are held by Dito Devcar Limited Partnership, over which shares Reporting Person exercises sole voting and investment power.
(3) The shares of common stock are held by Dito Caree Limited Partnership, over which shares Reporting Person exercises sole voting and investment power.
(4) As previously reported on a Form 4 filed by Reporting Person on May 11, 2015, on May 8, 2015, the Trust purchased a Convertible Promissory Note Due 2020 in the original principal amount of $13,750,000 that is convertible by the Trust at any time after January 1, 2016, and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $21.50 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust will receive 639,535 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The Convertible Promissory Note Due 2020, as amended on April 15, 2020, is due and payable, to the extent not converted, on or before November 9, 2020.
(5) The awards vest annually in equal one-third increments, with the first such increment vesting February 26, 2020.
(6) As of November 15, 2022, Reporting Person may be deemed to beneficially own an aggregate of 6,036,491.95 shares of the common stock, consisting of (a) 180,000 shares owned directly (which amount includes 60,000 Non-Qualified Stock Options), and (b) an aggregate of 5,856,491.95 shares owned indirectly, consisting of (i) 2,700,000 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), (ii) 639,535 shares that the Trust may acquire at any time after January 1, 2016 upon conversion (at the initial conversion price of $21.50 per share) of the outstanding principal balance of a Convertible Promissory Note Due 2020 owned directly by the Trust, (iii) 116,956.95 shares that the Trust may acquire at any time after October 15, 2020 upon exercise (at an exercise price of $2.97 per share) of a Warrant to Purchase Common Stock owned directly by the Trust,
(7) (Continued from Footnote 6) (iv) 1,000,000 shares owned directly by Dito Devcar Limited Partnership (over which shares Reporting Person exercises sole voting and investment power), and (v) 1,400,000 shares owned directly by Dito Caree Limited Partnership (over which shares Reporting Person exercises sole voting and investment power).
(8) The awards vest annually in equal one-third increments, with the first such increment vesting February 12, 2021.

Remarks:
This is a late filing with respect to the transaction reported in Table I dated November 15, 2022; pursuant to the General Instructions of Form 4, a Form 4 relating to such transaction should have been filed within two business days following the date of such transaction.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PICKUP RICHARD H.
2532 DUPONT DRIVE
IRVINE, CA 92612

X


Signatures
/s/ Richard H. Pickup11/18/2022
**Signature of Reporting PersonDate


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 4(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.
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