0001193125-20-278381.txt : 20201027 0001193125-20-278381.hdr.sgml : 20201027 20201027160300 ACCESSION NUMBER: 0001193125-20-278381 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201027 DATE AS OF CHANGE: 20201027 GROUP MEMBERS: BARBARA PRATT SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88248 FILM NUMBER: 201264155 BUSINESS ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 359-2100 MAIL ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: 1347 Capital Corp DATE OF NAME CHANGE: 20140422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pratt Brian CENTRAL INDEX KEY: 0001441252 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 26000 COMMERCENTRE DR. CITY: LAKE FOREST STATE: CA ZIP: 92630 SC 13D/A 1 d56764dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

LIMBACH HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

53263P105

(CUSIP Number)

Brian Pratt

5950 Berkshire Ln, Ste. 800

Dallas, Texas 75225

Tel: (214) 220-3423

With a Copy to:

Jeffrey P. Berg

Baker & Hostetler LLP

11601 Wilshire Boulevard, Suite 1400

Los Angeles, California 90025

Tel: (310) 442-8850

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 23, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☒

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

CUSIP No. 53263P105

 

  1    

  NAME OF REPORTING PERSONS

 

  Brian Pratt

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  PF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  907,157 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  907,157 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  907,157 (1)

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  11.51% (2)

14  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Represents those shares of common stock, par value $0.0001 per share (“Common Stock”), of Limbach Holdings, Inc., a Delaware corporation (the “Company”), jointly held as community property by Mr. Pratt and his spouse, Barbara Pratt, as of October 27, 2020. Mr. Pratt and Mrs. Pratt share voting and dispositive power with respect to such shares.

(2)

Based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with Securities and Exchange Commission on August 13, 2020.

CUSIP No. 53263P105

 

  1    

  NAME OF REPORTING PERSONS

 

  Barbara Pratt

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  PF

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7     

  SOLE VOTING POWER

 

  0

     8   

  SHARED VOTING POWER

 

  907,157 (1)

     9   

  SOLE DISPOSITIVE POWER

 

  0

   10   

  SHARED DISPOSITIVE POWER

 

  907,157 (1)

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  907,157 (1)

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  11.51% (2)

14  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Represents those shares of Common Stock of the Company, jointly held as community property by Mrs. Pratt and her spouse, Brian Pratt, as of October 27, 2020. Mr. Pratt and Mrs. Pratt share voting and dispositive power with respect to such shares.

(2)

Based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with Securities and Exchange Commission on August 13, 2020.

AMENDMENT NO. 5 TO SCHEDULE 13D

This Amendment No. 5 (this “Amendment No. 5”) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on March 31, 2020 (the “Original 13D Filing”), the amended statement on Schedule 13D filed on August 3, 2020 (the “1st Amended 13D Filing”), the amended statement on Schedule 13D filed on August 24, 2020 (the “2nd Amended 13D Filing”), the amended statement on Schedule 13D filed on October 13, 2020 (the “3rd Amended 13D Filing”), and the amended statement on Schedule 13D filed on October 19, 2020 (the “4th Amended 13D Filing”). This Amendment No. 5 shall be referred to collectively with the Original 13D Filing, the 1st Amended 13D Filing, the 2nd Amended 13D Filing, the 3rd Amended 13D Filing and the 4th Amended 13D Filing as the “Schedule 13D.” Except as amended in this Amendment No. 5, the Original 13D Filing remains in full force and effect. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original 13D Filing.

This Amendment No. 5 is being filed to make updates and amendments to the Schedule 13D as follows:

 

Item 1.

Security and Issuer.

There are no changes to the Item 1 information previously filed.

 

Item 2.

Identity and Background.

There are no changes to the Item 2 information previously filed.

 

Item 3.

Source and Amount of Funds or Other Consideration.

There are no changes to the Item 3 information previously filed.

 

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following:

Between October 19, 2020 and October 26, 2020, the Reporting Persons sold an aggregate of 137,831 shares of Common Stock of the Company in open market transactions as set forth on Annex A to this Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety below:

(a) As of October 27, 2020, the Reporting Persons have the following beneficial ownership in the Company’s Common Stock:

(1) Brian Pratt is the beneficial owner of 907,157 shares of Common Stock (held as community property with his spouse, Barbara Pratt), which represents approximately 11.51% of the outstanding shares of Common Stock of the Company (based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2020).

(2) Barbara Pratt is the beneficial owner of 907,157 shares of Common Stock (held as community property with her spouse, Brian Pratt), which represents approximately 11.51% of the outstanding shares of Common Stock of the Company (based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2020).

(b)

 

     Shared Voting
Power		      Sole Voting
Power		      Shared
Dispositive
Power		      Sole
Dispositive
Power		  

Brian Pratt

      907,157        0        907,157        0  

Barbara Pratt

      907,157        0        907,157        0  

(c) Annex A hereof sets forth the transactions by the Reporting Persons in securities of the Company during the 60 days preceding the date hereof.

(d) None.

(e) None.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as referenced herein, there are no changes to the Item 6 information previously filed.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit

   

Description

1    Joint Filing Agreement, date as of October 27, 2020 by and between the Reporting Persons, attached hereto.

SIGNATURES

After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 27, 2020                 

/s/ Brian Pratt

    Brian Pratt
   

/s/ Barbara Pratt

    Barbara Pratt

EXHIBITS TO BE FILED WITH THIS SCHEDULE 13D

 

Exhibit

   

Description

1    Joint Filing Agreement, date as of October 27, 2020 by and between the Reporting Persons, attached hereto.

Annex A

Schedule of Transactions

 

Reporting Person

    Date of
Transaction		     

Security

    Amount of
Securities
Purchased
(Sold)		      Unit Cost (1)   

Transaction Type

Mr. Pratt

      10/1/2020      Common Stock      70,000      (2)    Open Market Sale

Mr. Pratt

      10/5/2020      Common Stock      20,405      (3)    Open Market Sale

Mr. Pratt

      10/6/2020      Common Stock      36,665      (4)    Open Market Sale

Mr. Pratt

      10/7/2020      Common Stock      14,268      (5)    Open Market Sale

Mr. Pratt

      10/8/2020      Common Stock      90,301      (6)    Open Market Sale

Mr. Pratt

      10/9/2020      Common Stock      116,994      (7)    Open Market Sale

Mr. Pratt

      10/12/2020      Common Stock      98,294      (8)    Open Market Sale

Mr. Pratt

      10/14/2020      Common Stock      12,303      (9)    Open Market Sale

Mr. Pratt

      10/16/2020      Common Stock      33,582      (10)    Open Market Sale

Mr. Pratt

      10/19/2020      Common Stock      19,825      (11)    Open Market Sale

Mr. Pratt

      10/20/2020      Common Stock      25,280      (12)    Open Market Sale

Mr. Pratt

      10/21/2020      Common Stock      20,252      (13)    Open Market Sale

Mr. Pratt

      10/22/2020      Common Stock      1,712      (14)    Open Market Sale

Mr. Pratt

      10/23/2020      Common Stock      59,022      (15)    Open Market Sale

Mr. Pratt

      10/26/2020      Common Stock      11,740      (16)    Open Market Sale

 

(1)

The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth above for applicable transactions that report weighted average prices.

(2)

Mr. Pratt sold 70,000 shares of Common Stock at a weighted average price of $11.6207 per share. These shares were sold in multiple transactions at prices ranging from $10.45 to $11.96, inclusive.

(3)

Mr. Pratt sold 20,405 shares of Common Stock at a weighted average price of $10.2308 per share. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.59, inclusive.

(4)

Mr. Pratt sold 36,665 shares of Common Stock at a weighted average price of $10.22341 per share. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.335, inclusive.

(5)

Mr. Pratt sold 14,268 shares of Common Stock at a weighted average price of $9.7717 per share. These shares were sold in multiple transactions at prices ranging from $9.75 to $9.98, inclusive.

(6)

Mr. Pratt sold 90,301 shares of Common Stock at a weighted average price of $9.6430 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $9.85, inclusive.

(7)

Mr. Pratt sold 116,994 shares of Common Stock at a weighted average price of $9.7014 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $10.00, inclusive.

(8)

Mr. Pratt sold 98,294 shares of Common Stock at a weighted average price of $9.6175 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $9.85, inclusive.

(9)

Mr. Pratt sold 12,303 shares of Common Stock at a weighted average price of $9.6065 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $9.875, inclusive.

(10)

Mr. Pratt sold 33,582 shares of Common Stock at a weighted average price of $9.5277 per share. These shares were sold in multiple transactions at prices ranging from $9.45 to $9.65, inclusive.

(11)

Mr. Pratt sold 19,825 shares of Common Stock at a weighted average price of $9.4810 per share. These shares were sold in multiple transactions at prices ranging from $9.45 to $9.535, inclusive.

(12)

Mr. Pratt sold 25,280 shares of Common Stock at a weighted average price of $9.5064 per share. These shares were sold in multiple transactions at prices ranging from $9.35 to $9.62, inclusive.

(13)

Mr. Pratt sold 20,252 shares of Common Stock at a weighted average price of $9.5466 per share. These shares were sold in multiple transactions at prices ranging from $9.35 to $9.86, inclusive.

(14)

Mr. Pratt sold 1,712 shares of Common Stock at a weighted average price of $9.4659 per share. These shares were sold in multiple transactions at prices ranging from $9.46 to $9.47, inclusive.

(15)

Mr. Pratt sold 59,022 shares of Common Stock at a weighted average price of $9.3228 per share. These shares were sold in multiple transactions at prices ranging from $9.25 to $9.46, inclusive.

(16)

Mr. Pratt sold 11,740 shares of Common Stock at a weighted average price of $9.2740 per share. These shares were sold in multiple transactions at prices ranging from $9.25 to $9.34, inclusive.

EX-99.1 2 d56764dex991.htm EX-99.1 EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Limbach Holdings, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 27th day of October, 2020.

 

/s/ Brian Pratt

Brian Pratt

/s/ Barbara Pratt

Barbara Pratt