0001144204-16-127109.txt : 20161005 0001144204-16-127109.hdr.sgml : 20161005 20161005214849 ACCESSION NUMBER: 0001144204-16-127109 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140721 FILED AS OF DATE: 20161005 DATE AS OF CHANGE: 20161005 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1347 Capital LLC CENTRAL INDEX KEY: 0001612412 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36541 FILM NUMBER: 161923831 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 1347 Investors LLC CENTRAL INDEX KEY: 0001612411 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36541 FILM NUMBER: 161923832 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 4/A 1 v450133_4a.xml OWNERSHIP DOCUMENT X0306 4/A 2014-07-21 2014-07-23 0 0001606163 Limbach Holdings, Inc. LMBH 0001612411 1347 Investors LLC 150 PIERCE ROAD 6TH FLOOR ITASCA IL 60143 1 0 1 1 See Remarks 0001612412 1347 Capital LLC 150 PIERCE ROAD 6TH FLOOR ITASCA IL 60143 1 0 1 1 See Remarks Common Stock 2014-07-21 4 P 0 180000 A 1330000 D Common Stock 2014-07-23 4 P 0 18000 A 1348000 D Private Rights 11.5 2014-07-21 4 P 0 180000 A Common Stock 18000 180000 D Private Warrants 11.5 2014-07-21 4 P 0 180000 A Common Stock 90000 180000 D $15 Exercise Price Sponsor Warrants 15 2014-07-21 4 P 0 600000 0.5 A Common Stock 600000 600000 D Private Rights 11.5 2014-07-23 4 P 0 18000 A Common Stock 1800 198000 D Private Warrants 11.5 2014-07-23 4 P 0 18000 A Common Stock 9000 198000 D The reported securities are included in Private Units purchased from the Issuer in a private placement. The Private Units were purchased at a price of $10.00 per Private Unit. Each Private Unit consists of one share of the Issuer's common stock, one right to receive one-tenth (1/10) of a share of the Issuer's common stock automatically on the consummation of an initial business combination by the Issuer, and one warrant to purchase one-half of one share of the Issuer's common stock. The reported securities represent the right to receive one-tenth (1/10) of a share of the Issuer's common stock automatically on the consummation of an initial business combination by the Issuer. The Issuer has until 18 months from the closing of its initial public offering (or 24 months from the closing of its initial public offering if the Issuer has executed a letter of intent or definitive agreement for an initial business combination within 18 months from the closing of the Issuer's initial public offering but has not completed the initial business combination within such 18-month period) to consummate its initial business combination. In the event that the Issuer is unable to consummate its initial business combination within such time period, the reported securities will expire and will be worthless. The reported securities will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination, and (ii) 12 months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the reported securities and a current prospectus relating to them is available (or the Issuer permits holders to exercise the reported securities on a cashless basis under the circumstances specified in the warrant agreement between the Issuer and Continental Stock Transfer & Trust Company). The reported securities expire five years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. The reported securities will become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination, and (ii) 12 months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the reported securities and a current prospectus relating to them is available. The reported securities expire seven years after the date on which they first became exercisable, at 5:00 p.m., New York time, or earlier upon redemption or liquidation. The reported securities are held directly by 1347 Investors LLC and indirectly by 1347 Capital LLC, which is the manager of 1347 Investors LLC. The Reporting Person's Form 4 filed on July 23, 2014 failed to note that 1347 Investors LLC and 1347 Capital LLC may be deemed directors by deputization as a result of Larry G. Swets, Jr., the manager of 1347 Investors LLC, serving on the board of directors of the Issuer. This fact was also omitted in error from all intervening reports. The transactions on this form are not new or revised, but are being reported again to gain access to the U.S. Securities and Exchange Commission's EDGAR filing system. /s/ Joel L. Rubinstein, Attorney-in-Fact 2016-10-05