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^*

PICKUP RICHARD H/

(Last)

(First)

(Middle)

2532 DUPONT DRIVE

(Street)

IRVINE

92612

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMPAC MORTGAGE HOLDINGS INC [ IMH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2014

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	01/21/2014		P		15,091	A	$6.1	840,678⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/21/2014		P		500	A	$6.099	841,178⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/21/2014		P		100	A	$6.095	841,278⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/21/2014		P		200	A	$6.09	841,478⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/21/2014		P		600	A	$6.08	842,078⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/21/2014		P		100	A	$6.07	842,178⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/21/2014		P		201	A	$6.15	842,379⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/22/2014		P		5,485	A	$6.15	847,864⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/23/2014		P		2,500	A	$6.15	850,364⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/23/2014		P		44	A	$6.13	850,408⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/24/2014		P		12,500	A	$6.15	862,908⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/24/2014		P		5,000	A	$6.1477	867,908⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/24/2014		P		1,640	A	$6.142	869,548⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/24/2014		P		2,500	A	$6.1497	872,048⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/24/2014		P		2,500	A	$6.1493	874,548⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/24/2014		P		860	A	$6.1	875,408⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock	01/24/2014		P		694	A	$6.1	876,102⁽¹⁾	I	See footnote.⁽¹⁾
Common Stock								100,000	D
Common Stock								120,000	I	See footnote.⁽²⁾
Common Stock								182,902	I	See footnote.⁽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)
Convertible Promissory Note Due 2018	$10.875							04/30/2013⁽⁴⁾	04/30/2018	Common Stock	524,138⁽⁴⁾		5,700,000⁽⁴⁾⁽⁵⁾	I	See footnote.⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The shares of common stock were sold by RHP Trust, dated May 31, 2011 (the "Trust"), of which Reporting Person is the sole beneficiary, over which shares Reporting Person exercises sole voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by the Trust upon execution of this sale transaction.

2. The shares of common stock are held by Dito Caree LP, over which Reporting Person shares voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by Dito Caree LP as of January 24, 2013.

3. The shares of common stock were purchased by Dito Devcar LP, over which Reporting Person shares voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by Dito Devcar LP as of January 24, 2013.

4. As previously reported on a Form 4 filed by Reporting Person on May 2, 2013, on April 30, 2013, the Trust purchased a convertible promissory note in the original principal amount of $5,700,000 that is convertible by the Trust immediately upon receipt and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $10.875 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust will receive 524,138 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The convertible promissory note is due and payable, to the extent not converted, on or before April 30, 2018.

5. The derivative securities were purchased by the Trust, of which Reporting Person is the sole beneficiary, over which securities Reporting Person exercises sole voting and investment power, and the number of derivative securities reflected in column 9 represents the original principal balance of the convertible promissory note acquired directly by the Trust.

6. As of January 24, 2013, Reporting Person may be deemed to beneficially own an aggregate of 1,803,142 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 1,703,142 shares owned indirectly, consisting of (i) 876,102 shares owned directly by the Trust, (ii) 524,138 shares that the Trust may acquire at any time upon conversion (at the initial conversion price of $10.875 per share) of the outstanding principal balance of a convertible promissory note owned directly by the Trust, (iii) 182,902 shares owned directly by Dito Devcar LP (over which shares Reporting Person shares voting and investment power), and (iv) 120,000 shares owned directly by Dito Caree LP (over which shares Reporting Person shares voting and investment power).

Remarks:

This is a late filing with respect to the transactions reported in Table I dated January 21, 2014 and January 22, 2014; pursuant to the General Instructions of Form 4, a Form 4 relating to each such transaction should have been filed within two business days following the date of such transaction.

	/s/ Richard H. Pickup	01/27/2014
	** 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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