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^*

Brooks Jayme L.

(Last)

(First)

(Middle)

1251 WATERFRONT PL, STE 201

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2021

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	12/31/2021		M		2,000	A	$0	47,952⁽¹⁾	D
Common Stock	12/31/2021		F		747	D	$9	47,205⁽¹⁾	D
Common Stock	01/01/2022		M		3,333	A	$0	50,538⁽¹⁾	D
Common Stock	01/01/2022		M		3,333	A	$0	53,871⁽¹⁾	D
Common Stock	01/01/2022		F		2,844	D	$9	51,027⁽¹⁾	D

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)
Restricted Stock Units	⁽²⁾	12/31/2021		M			2,000	⁽³⁾	⁽³⁾	Common Stock	2,000	$0	24,667	D
Restricted Stock Units	⁽²⁾	01/01/2022		M			3,333	⁽⁴⁾	⁽⁴⁾	Common Stock	3,333	$0	21,334	D
Restricted Stock Units	⁽²⁾	01/01/2022		M			3,333	⁽⁵⁾	⁽⁵⁾	Common Stock	3,333	$0	18,001	D
Restricted Stock Units	⁽²⁾	01/01/2022		A		10,893		⁽⁶⁾	⁽⁶⁾	Common Stock	10,893	$0	28,894	D

Explanation of Responses:

1. Reflect the withholding of 2,169 shares by Limbach Holdings, Inc. (the "Company") to satisfy tax withholding requirements not previously reported. Such transaction was exempt from Section 16(b) pursuant to Rule 16b-3.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock, exempt under Rule 16b-3.

3. This award of RSUs was granted on October 1, 2019. 42,215 shares of common stock subject to this award are subject to service-based vesting conditions and vest on the one-year anniversary of the grant date, subject to continued service through such vesting date. 6,000 shares of common stock subject to this award are subject to service-based vesting conditions and vest in equal annual installments on each of December 31, 2020, 2021 and 2022, subject to continued service through such vesting date. The remaining 6,000 shares of common stock subject to this award shall vest upon the Company's achievement of cumulative adjusted EBITDA of the Company of at least $75,000,000 for fiscal years 2019, 2020 and 2021 (the "Performance Milestone"), subject to Participant's continuous service with the Company or a subsidiary or affiliate of the Company, as applicable, as an employee through the certification by the Compensation Committee of the achievement of the Performance Milestone, if applicable.

4. This award of RSUs was granted on 01/01/2020. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2021, January 1, 2022 and January 1, 2023, subject to continued employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSUs will be reported on a Form 4 within two business days of the date of such determination.

5. This award of RSUs was granted on 1/1/2021. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2022, January 1, 2023 and January 1, 2024, subject to continued employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSU's will be reported on a Form 4 within two business days of the date of such determination.

6. This award of RSUs was granted on 1/1/2022. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2023, January 1, 2024 and January 1, 2025, subject to continued employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSU's will be reported on a Form 4 within two business days of the date of such determination.

Remarks:

	/s/ Jeremiah G. Garvey, Attorney-in-Fact for Jayme L. Brooks	01/04/2022
	** Signature of Reporting Person	Date
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