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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
1347 Investors LLC

(Last) (First) (Middle)
150 PIERCE ROAD
6TH FLOOR

(Street)
ITASCA IL 60143

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMBH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/23/2014
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/21/2014 P 180,000 A (1) 1,330,000 D(8)
Common Stock 07/23/2014 P 18,000 A (1) 1,348,000 D(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Rights $11.5 07/21/2014 P 180,000 (2) (3) Common Stock 18,000 (1) 180,000 D(8)
Private Warrants $11.5 07/21/2014 P 180,000 (4) (5) Common Stock 90,000 (1) 180,000 D(8)
$15 Exercise Price Sponsor Warrants $15 07/21/2014 P 600,000 (6) (7) Common Stock 600,000 $0.5 600,000 D(8)
Private Rights $11.5 07/23/2014 P 18,000 (2) (3) Common Stock 1,800 (1) 198,000 D(8)
Private Warrants $11.5 07/23/2014 P 18,000 (4) (5) Common Stock 9,000 (1) 198,000 D(8)
1. Name and Address of Reporting Person*
1347 Investors LLC

(Last) (First) (Middle)
150 PIERCE ROAD
6TH FLOOR

(Street)
ITASCA IL 60143

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
1347 Capital LLC

(Last) (First) (Middle)
150 PIERCE ROAD
6TH FLOOR

(Street)
ITASCA IL 60143

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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).
5. 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.
6. 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.
7. 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.
8. The reported securities are held directly by 1347 Investors LLC and indirectly by 1347 Capital LLC, which is the manager of 1347 Investors LLC.
Remarks:
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 10/05/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.