4//SEC Filing
1347 Investors LLC 4
Accession 0001144204-19-027786
CIK 0001606163other
Filed
May 21, 8:00 PM ET
Accepted
May 22, 7:58 PM ET
Size
18.0 KB
Accession
0001144204-19-027786
Insider Transaction Report
Form 4
1347 Investors LLC
10% Owner
Transactions
- Sale
Common Stock, $0.0001 par value
2019-05-20$11.11/sh−25,000$277,750→ 2,318,515 total - Sale
Common Stock, $0.0001 par value
2019-05-22$10.47/sh−70,443$737,524→ 1,797,730 total - Sale
Common Stock, $0.0001 par value
2019-05-21$10.62/sh−450,342$4,784,298→ 1,868,173 total
Holdings
- 198,000
$11.50 Exercise Price Warrants
Exercise: $11.50From: 2016-08-19Exp: 2021-07-20→ Common Stock (99,000 underlying) - 500,000
$15 Exercise Price Sponsor Warrant
Exercise: $15.00From: 2016-08-19Exp: 2023-07-20→ Common Stock (500,000 underlying)
SWETS LARRY G JR
Director
Transactions
- Sale
Common Stock, $0.0001 par value
2019-05-20$11.11/sh−25,000$277,750→ 2,318,515 total - Sale
Common Stock, $0.0001 par value
2019-05-21$10.62/sh−450,342$4,784,298→ 1,868,173 total - Sale
Common Stock, $0.0001 par value
2019-05-22$10.47/sh−70,443$737,524→ 1,797,730 total
Holdings
- 198,000
$11.50 Exercise Price Warrants
Exercise: $11.50From: 2016-08-19Exp: 2021-07-20→ Common Stock (99,000 underlying) - 500,000
$15 Exercise Price Sponsor Warrant
Exercise: $15.00From: 2016-08-19Exp: 2023-07-20→ Common Stock (500,000 underlying)
Cerminara Kyle
Director10% Owner
Transactions
- Sale
Common Stock, $0.0001 par value
2019-05-21$10.62/sh−450,342$4,784,298→ 1,868,173 total - Sale
Common Stock, $0.0001 par value
2019-05-20$11.11/sh−25,000$277,750→ 2,318,515 total - Sale
Common Stock, $0.0001 par value
2019-05-22$10.47/sh−70,443$737,524→ 1,797,730 total
Holdings
- 500,000
$15 Exercise Price Sponsor Warrant
Exercise: $15.00From: 2016-08-19Exp: 2023-07-20→ Common Stock (500,000 underlying) - 198,000
$11.50 Exercise Price Warrants
Exercise: $11.50From: 2016-08-19Exp: 2021-07-20→ Common Stock (99,000 underlying)
Footnotes (8)
- [F1]The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 and $11.2456 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- [F2]The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.50 and $11.175 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- [F3]The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.20 and $10.75 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
- [F4]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.
- [F5]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.
- [F6]In addition, CWA Asset Management Group, LLC, of which 50% is owned by Fundamental Global Investors, LLC, holds 7,580 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.
- [F7]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).
- [F8]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).
Documents
Issuer
Limbach Holdings, Inc.
CIK 0001606163
Entity typeother
Related Parties
1- filerCIK 0001612411
Filing Metadata
- Form type
- 4
- Filed
- May 21, 8:00 PM ET
- Accepted
- May 22, 7:58 PM ET
- Size
- 18.0 KB