SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
GOLDSTEIN PHILLIP
(Last) (First) (Middle)
C/O IMPERIAL HOLDINGS, INC.
5355 TOWN CENTER ROAD, SUITE 701
(Street)
BOCA RATON FL 33486
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IMPERIAL HOLDINGS, INC. [ IFT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 03/31/2014 P4 13,000(1) A $5.75 130,426 D
Common Stock 08/08/2014 P4 4,241(2) A $6.48 130,426 D
Common Stock 03/31/2014 P4 5,000(1) A $5.75 1,121,792 I See Footnote(3)
Common Stock 08/11/2014 P4 200 A $6.46 1,121,792 I See Footnote(3)
Common Stock 09/19/2014 P4 300 A $6.36 1,121,792 I See Footnote(3)
Common Stock 1,253,581 I See Footnote(4)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Convertible Notes $6.76 02/21/2014 02/15/2019 Common Stock 932,249 6,302 I See Footnotes(4)(5)
Explanation of Responses:
1. The Reporting Person's Form 4 filed on April 1, 2014 incorrectly reported that on March 31, 2014, 18,000 shares had been purchased for accounts in which the Reporting Person has a Direct ownership interest. The correct amount of shares purchased for such accounts on such date is 13,000. The remaining 5,000 reported shares were purchased for accounts in which the Reporting Person has an Indirect ownership interest. The first line item herein reflects the correct number of shares (13,000) that should have been reported as having been purchased by accounts in which the Reporting Person has a Direct interest. The third line item herein reflects the number of shares (5,000) that should have been reported as having been purchased by accounts in which the Reporting Person has an Indirect interest.
2. The Reporting Person's Form 4 filed on August 11, 2014 incorrectly reported that on August 8, 2014, 5,759 shares had been purchased. The correct number of shares purchased on such date is 10,000 shares. This line item reflects the number of shares (4,241) not previously reported.
3. The shares are held by various entities and individuals. Bulldog Investors, LLC ("BI") or the Reporting Person has voting and investment power with respect to such shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
4. The shares are held by certain private investment funds. BI has sole voting and investment power with respect to such shares. The reporting person is a principal of BI and of the general partners of each such investment fund, and is a limited partner in certain of such funds. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
5. These totals do not include 2,941 notes that are owned by BI's Special Opportunities Fund, since the Reporting Person has no pecuniary interest therein.
Remarks:
/s/ Michael B. Kirwan, Attorney-in-Fact for Phillip Goldstein 02/17/2015
** 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.