SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thorne Kristopher L.

(Last)

(First)

(Middle)

31-35TH STREET

(Street)

PITTSBURGH

15201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2016		A⁽¹⁾		100	A	⁽¹⁾	100	D
Common Stock	07/20/2016		A⁽²⁾		108,989	A	⁽²⁾	108,989	I	Held by Limbach Management Holding Company LLC⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$12.5	07/20/2016		A⁽²⁾		33,069		08/19/2016	08/19/2023	Common Stock	33,069	⁽²⁾	33,069	I	Held by Limbach Management Holding Company LLC⁽³⁾
Warrant to Purchase Common Stock	$11.5	07/20/2016		A⁽²⁾		49,604		08/19/2016	08/19/2023	Common Stock	49,604	⁽²⁾	49,604	I	Held by Limbach Management Holding Company LLC⁽³⁾

Explanation of Responses:

1. Pursuant to the terms of an Agreement and Plan of Merger dated March 23, 2016 (the "Merger Agreement") between 1347 Capital Corp. n/k/a Limbach Holdings, Inc. (the "Company") and Limbach Holdings, LLC ("Oldco"), the reporting person received cash and 100 shares of common stock of the Company in exchange for 30,000 options to purchase membership interests of Oldco. The closing price of the Company's common stock on the day of the transaction was $7.51.

2. Pursuant to the terms of the Merger Agreement, Limbach Management Holding Company LLC received cash, 108,989 shares of common stock of the Company, 33,069 warrants to purchase shares of common stock at an exercise price of $12.50, and 49,604 warrants to purchase shares of common stock at an exercise price of $11.50 in exchange for 500,000 Class A-1 units of membership interest of Oldco. The closing price of the Company's common stock on the day of the transaction was $7.51.

3. Mr. Thorne owns an equity interest in Limbach Management Holding Company, LLC, the direct holder of the shares. Mr. Thorne disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

	Kristopher Thorne	07/22/2016
	** 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).
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