X0306 4 2016-02-10 0 0001000298 IMPAC MORTGAGE HOLDINGS INC IMH 0001457272 Pickup Todd M 1600 E. COAST HIGHWAY NEWPORT CA 92660 0 0 1 0 Common Stock 2016-02-10 4 C 0 898851 10.875 A 1198851 I See footnotes. Common Stock 100000 D Common Stock 50000 I See footnote. Common Stock 100000 I See footnote. Common Stock 275000 I See footnote. Common Stock 100000 I See footnote. Convertible Promissory Note Due 2018 10.875 2016-02-10 4 C 0 9775000.00 D Common Stock 898851 0.00 I See footnotes. Convertible Promissory Note Due 2020 21.50 2016-01-02 2020-05-09 Common Stock 465117 10000000.00 I See footnotes. On April 30, 2013, Vintage Trust II, dated July 19, 2007 (the "Trust"), purchased a Convertible Promissory Note Due 2018 (the "Note") in the original principal amount of $9,775,000 that was 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 was to receive 898,851 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). On January 25, 2016, Impac Mortgage Holdings, Inc. ("IMH") provided notice to the Trust that IMH was exercising its right pursuant to the terms of the Note to convert the entire principal balance of the Note into an aggregate of 898,851 shares of IMH's Common Stock, par value $0.01 per share, which conversion was effective as of February 10, 2016. The shares of common stock were acquired directly by the Trust, over all of 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 the effectiveness of the conversion referenced in footnote 1 above. The shares of common stock are held directly by Vintage Trust, dated October 28, 1993, over which shares Reporting Person shares voting and investment power. The shares of common stock are held directly by Pickup Living Trust, over which shares Reporting Person exercises sole voting and investment power. The shares of common stock are held directly by Pickup Grandchildren's Trust, over which shares Reporting Person exercises sole voting and investment power. The shares of common stock are held directly by Plus Four Equity Partners, L.P., over which shares Reporting Person shares voting and investment power. As previously reported on a Form 4 filed by Reporting Person on May 11, 2015, on May 8, 2015, the Trust purchased a Convertible Promissory Note Due 2020 in the original principal amount of $10,000,000 that is convertible by the Trust at any time after January 1, 2016, and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $21.50 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust will receive 465,117 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The Convertible Promissory Note Due 2020 note is due and payable, to the extent not converted, on or before May 9, 2020. As of February 10, 2016, Reporting Person may be deemed to beneficially own an aggregate of 2,288,968 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 2,188,968 shares owned indirectly, consisting of (i) 465,117 shares that the Trust may acquire at any time after January 1, 2016 upon conversion (at the initial conversion price of $21.50 per share) of the outstanding principal balance of a Convertible Promissory Note Due 2020 owned directly by the Trust, (ii) 275,000 shares owned directly by Pickup Grandchildren's Trust (over which shares Reporting Person exercises sole voting and investment power), (iii) 100,000 shares owned directly by Pickup Living Trust (over which shares Reporting Person exercises sole voting and investment power), (iv) 1,198,851 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), (Continued in footnote 9) (v) 100,000 shares owned directly by Plus Four Equity Partners, L.P. (over which shares Reporting Person shares voting and investment power), and (vi) 50,000 shares owned directly by Vintage Trust, dated October 28, 1993 (over which shares Reporting Person shares voting and investment power). /s/ TODD M. PICKUP 2016-02-11