Statement of Changes in Beneficial Ownership (4)
18 Novembre 2022 - 11:01PM
Edgar (US Regulatory)
FORM 4
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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
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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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PICKUP RICHARD H. |
2. Issuer Name and Ticker or Trading Symbol
IMPAC MORTGAGE HOLDINGS INC
[
IMH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2532 DUPONT DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2022 |
(Street)
IRVINE, CA 92612
(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)
_X
_ Form filed by One Reporting Person
___ 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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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PICKUP RICHARD H. 2532 DUPONT DRIVE IRVINE, CA 92612 |
| X |
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Signatures
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/s/ Richard H. Pickup | | 11/18/2022 |
**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 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. |
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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