4//SEC Filing
SWETS LARRY G JR 4
Accession 0001144204-18-002498
CIK 0001606163other
Filed
Jan 16, 7:00 PM ET
Accepted
Jan 17, 5:46 PM ET
Size
8.9 KB
Accession
0001144204-18-002498
Insider Transaction Report
Form 4
1347 Investors LLC
10% Owner
Transactions
- Disposition to Issuer
Class A Preferred Stock
2018-01-12$32.50/sh−280,000$9,100,000→ 0 totalExercise: $12.50From: 2016-07-20→ Common Stock (560,000 underlying)
SWETS LARRY G JR
Director
Transactions
- Disposition to Issuer
Class A Preferred Stock
2018-01-12$32.50/sh−280,000$9,100,000→ 0 totalExercise: $12.50From: 2016-07-20→ Common Stock (560,000 underlying)
Footnotes (4)
- [F1]Each share of Class A Preferred Stock may be converted (at the holder's election) into 2.00 shares of the Issuer's common stock (as may be adjusted for any stock splits, reverse stock splits or similar transactions), representing a conversion price of $12.50 per share of the Issuer's common stock; provided, that such conversion is in compliance with the Issuer's listing requirements with NASDAQ, if its shares are listed at such time.
- [F2]The Issuer would have been required to redeem all outstanding shares of Class A Preferred Stock by July 20, 2022 (the six-year anniversary of the date of issuance).
- [F3]On January 12, 2018, the Issuer provided 1347 Investors LLC ("1347 Investors") with a written notice to exercise Issuer's option (under the Preferred Stock Repurchase Agreement, dated as of July 14, 2017, between 1347 Investors and the Issuer) pursuant to which the Issuer purchased from 1347 Investors 280,000 shares of Class A Preferred Stock for $9,100,000 (consisting of 130% of the liquidation value on the $25.00 per share price of each Class A Preferred Stock).
- [F4]The securities are held directly by 1347 Investors. Larry G. Swets, Jr. is a manager of 1347 Investors and shares voting and dispositive control over the securities held by 1347 Investors. Accordingly, Larry G. Swets, Jr. 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.
Documents
Issuer
Limbach Holdings, Inc.
CIK 0001606163
Entity typeother
Related Parties
1- filerCIK 0001409891
Filing Metadata
- Form type
- 4
- Filed
- Jan 16, 7:00 PM ET
- Accepted
- Jan 17, 5:46 PM ET
- Size
- 8.9 KB