0001144204-18-002498.txt : 20180117
0001144204-18-002498.hdr.sgml : 20180117
20180117174627
ACCESSION NUMBER: 0001144204-18-002498
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180112
FILED AS OF DATE: 20180117
DATE AS OF CHANGE: 20180117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SWETS LARRY G JR
CENTRAL INDEX KEY: 0001409891
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36541
FILM NUMBER: 18532370
MAIL ADDRESS:
STREET 1: 306 N MAPLE
CITY: ITASCA
STATE: IL
ZIP: 60143
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 1347 Investors LLC
CENTRAL INDEX KEY: 0001612411
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36541
FILM NUMBER: 18532371
BUSINESS ADDRESS:
STREET 1: 150 PIERCE ROAD
STREET 2: 6TH FLOOR
CITY: ITASCA
STATE: IL
ZIP: 60143
BUSINESS PHONE: 847-700-8064
MAIL ADDRESS:
STREET 1: 150 PIERCE ROAD
STREET 2: 6TH FLOOR
CITY: ITASCA
STATE: IL
ZIP: 60143
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Limbach Holdings, Inc.
CENTRAL INDEX KEY: 0001606163
STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 31 35TH STREET
CITY: PITTSBURGH
STATE: PA
ZIP: 15201
BUSINESS PHONE: (412) 359-2100
MAIL ADDRESS:
STREET 1: 31 35TH STREET
CITY: PITTSBURGH
STATE: PA
ZIP: 15201
FORMER COMPANY:
FORMER CONFORMED NAME: 1347 Capital Corp
DATE OF NAME CHANGE: 20140422
4
1
tv483511_form4.xml
FORM 4
X0306
4
2018-01-12
0
0001606163
Limbach Holdings, Inc.
LMB
0001612411
1347 Investors LLC
150 PIERCE ROAD
6TH FLOOR
ITASCA
IL
60143
1
0
1
1
See Remarks
0001409891
SWETS LARRY G JR
150 PIERCE ROAD
6TH FLOOR
ITASCA
IL
60143
1
0
1
0
Class A Preferred Stock
12.5
2018-01-12
4
D
0
280000
32.50
D
2016-07-20
Common Stock
560000
0
D
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.
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).
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).
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.
1347 Investors may be deemed a director by deputization as a result of Larry G. Swets, Jr., a manager of 1347 Investors, serving on the board of directors of the Issuer.
/s/ Elliott M. Smith, Attorney-in-Fact for 1347 Investors LLC
2018-01-17
/s/ Elliott M. Smith, Attorney-in-Fact for Larry G. Swets, Jr
2018-01-17