4//SEC Filing
1347 Investors LLC 4
Accession 0001104659-19-065925
CIK 0001606163other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 5:06 PM ET
Size
14.6 KB
Accession
0001104659-19-065925
Insider Transaction Report
Form 4
1347 Investors LLC
10% Owner
Transactions
- Other
Common Stock, $0.0001 par value
2019-11-19−1,236,344→ 61,770 total - Other
$15 Exercise Price Sponsor Warrant
2019-11-19−500,000→ 0 totalExercise: $15.00From: 2016-08-19Exp: 2023-07-20→ Common Stock (500,000 underlying)
Holdings
- 154,333
$11.50 Exercise Price Warrants
Exercise: $11.50From: 2016-08-19Exp: 2021-07-20→ Common Stock (77,167 underlying)
SWETS LARRY G JR
Director
Transactions
- Other
Common Stock, $0.0001 par value
2019-11-19−1,236,344→ 61,770 total - Other
$15 Exercise Price Sponsor Warrant
2019-11-19−500,000→ 0 totalExercise: $15.00From: 2016-08-19Exp: 2023-07-20→ Common Stock (500,000 underlying)
Holdings
- 154,333
$11.50 Exercise Price Warrants
Exercise: $11.50From: 2016-08-19Exp: 2021-07-20→ Common Stock (77,167 underlying)
Cerminara Kyle
Director10% Owner
Transactions
- Other
Common Stock, $0.0001 par value
2019-11-19−1,236,344→ 61,770 total - Other
$15 Exercise Price Sponsor Warrant
2019-11-19−500,000→ 0 totalExercise: $15.00From: 2016-08-19Exp: 2023-07-20→ Common Stock (500,000 underlying)
Holdings
- 154,333
$11.50 Exercise Price Warrants
Exercise: $11.50From: 2016-08-19Exp: 2021-07-20→ Common Stock (77,167 underlying)
Footnotes (6)
- [F1]The securities are held directly by 1347 Investors LLC ("1347 Investors"). Larry G. Swets, Jr. and D. Kyle Cerminara are each a manager of 1347 Investors and share voting and dispositive control over the securities held by 1347 Investors. Accordingly, Messrs. Swets and Cerminara 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.
- [F2]Messrs. Swets and Cerminara each serve on the Board of Directors of the Issuer. Mr. Swets holds 13,198 shares of common stock of the Issuer, and Messrs. Swets and Cerminara hold 6,402 and 3,200 restricted stock units, respectively, granted by the Issuer. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon vesting.
- [F3]In addition, CWA Asset Management Group, LLC, of which 50% is owned by Fundamental Global Investors, LLC, holds 7,080 shares of common stock for the accounts of individual investors. CWA, in its role as investment advisor for customer accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Mr. Cerminara, as manager of CWA, may each be deemed to beneficially own the number of shares held in CWA's customer accounts. Each of Fundamental Global Investors, LLC and Mr. Cerminara expressly disclaims such beneficial ownership.
- [F4]Represents a distribution of Common Stock and $15 Exercise Price Sponsor Warrants to certain members of 1347 Investors pursuant to a Distribution and Redemption Agreement, dated September 30, 2019. The distribution was completed on November 19, 2019.
- [F5]Each $15 Exercise Price Sponsor Warrant is exercisable to purchase one share of common stock at an exercise price of $15.00 per share, subject to adjustment as described under the heading "Description of Securities--$15 Exercise Price Sponsor Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-195695).
- [F6]Each $11.50 Exercise Price Warrant is exercisable to purchase one-half of one share of common stock at an exercise price of $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities--Warrants included as part of units" in the Issuer's registration statement on Form S-1 (File No. 333-195695).
Documents
Issuer
Limbach Holdings, Inc.
CIK 0001606163
Entity typeother
Related Parties
1- filerCIK 0001612411
Filing Metadata
- Form type
- 4
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 5:06 PM ET
- Size
- 14.6 KB