[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO. 452834104
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Page 2 of 6 Pages
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1.
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Names of Reporting Persons
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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5.
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Sole Voting Power
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Number of
Shares
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2,145,707
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
2,145,707
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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10.
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented By Amount in Row (9)
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12.
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Type of Reporting Person (See Instructions)
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CUSIP NO. 452834104
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Page 3 of 6 Pages
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Nantahala Capital Management, LLC (the “Reporting Person”) filed an initial statement on a Schedule 13G on November 2, 2011, and subsequently amended the initial statement on Schedule 13G by filing a Schedule 13G/A on February 14, 2012 and a Schedule 13D on May 10, 2012. This Schedule 13G amends such prior filings.
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Item 1(a).
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Name of Issuer:
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Imperial Holdings, Inc. (the “Issuer”).
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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701 Park of Commerce Boulevard, Suite 301
Boca Raton, FL 33487
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Item 2(a).
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Name of Person Filing
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Nantahala Capital Management, LLC.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of the Reporting Person is 100 First Stamford Place, 2nd Floor, Stamford, CT 06902.
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Item 2(c).
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Citizenship:
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The Reporting Person is a Massachusetts limited liability company.
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Item 2(d).
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Title of Class of Securities:
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Common Stock (the “Shares”).
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Item 2(e).
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CUSIP Number:
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452834104
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CUSIP NO. 452834104
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Page 4 of 6 Pages
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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The Reporting Person is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
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As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 2,145,707 Shares.
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Item 4(b).
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Percent of Class:
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As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 10.12% of the total number of Shares outstanding.
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Item 4(c).
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Number of shares as to which such person has:
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Nantahala Capital Management, LLC
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(i)
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Sole power to vote or direct the vote
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2,145,707
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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2,145,707
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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CUSIP NO. 452834104
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Page 5 of 6 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class:
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This Item 5 is not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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This Item 7 is not applicable.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
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CUSIP NO. 452834104
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Page 6 of 6 Pages
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Date: August 27, 2012
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NANTAHALA CAPITAL MANAGEMENT, LLC
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By: /s/ Wilmot B. Harkey
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Wilmot B. Harkey
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Managing Member
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