X0306 4 2016-02-23 0 0001000298 IMPAC MORTGAGE HOLDINGS INC IMH 0001457272 Pickup Todd M 1600 E. COAST HIGHWAY NEWPORT CA 92660 0 0 1 0 Common Stock 2016-02-23 4 P 0 10000 12.5821 A 285000 I See footnote. Common Stock 2016-02-24 4 P 0 3071 12.90 A 288071 I See footnote. Common Stock 100000 D Common Stock 1198851 I See footnote. Common Stock 50000 I See footnote. Common Stock 100000 I See footnote. Common Stock 100000 I See footnote. Convertible Promissory Note Due 2020 21.50 2016-01-02 2020-05-09 Common Stock 465117 10000000.00 I See footnotes. This transaction was executed in multiple trades at prices ranging from $12.53 to $12.70; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. The shares of common stock were acquired directly by Pickup Grandchildren's Trust, 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 Pickup Grandchildren's Trust as of February 24, 2016. The shares of common stock are held directly by Vintage Trust II, dated July 19, 2007 (the "Trust"), over which shares Reporting Person exercises sole voting and investment power. 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 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 24, 2016, Reporting Person may be deemed to beneficially own an aggregate of 2,302,039 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 2,202,039 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) 288,071 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 2016-02-25