0001397403-14-000043.txt : 20140804 0001397403-14-000043.hdr.sgml : 20140804 20140804195646 ACCESSION NUMBER: 0001397403-14-000043 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140724 FILED AS OF DATE: 20140804 DATE AS OF CHANGE: 20140804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMH Financial Corp CENTRAL INDEX KEY: 0001397403 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 810624254 STATE OF INCORPORATION: DE FISCAL YEAR END: 0729 BUSINESS ADDRESS: STREET 1: 7001 NORTH SCOTTSDALE ROAD, SUITE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 480-840-8400 MAIL ADDRESS: STREET 1: 7001 NORTH SCOTTSDALE ROAD, SUITE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: IMH Secured Loan Fund, LLC DATE OF NAME CHANGE: 20070424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wolf Jay CENTRAL INDEX KEY: 0001289633 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52611 FILM NUMBER: 141014394 MAIL ADDRESS: STREET 1: 981 LINDA FLORA DRIVE CITY: LOS ANGELES, STATE: CA ZIP: 90049 3 1 wf-form3_140719659558762.xml FORM 3 X0206 3 2014-07-24 0 0001397403 IMH Financial Corp NONE 0001289633 Wolf Jay 7001 N. SCOTTSDALE RD., SUITE #2050 SCOTTSDALE AZ 85253 1 0 1 0 Series B-1 Preferred Stock, par value $0.01 per share Common stock 1308500.0 I By JCP Realty Partners, LLC Series B-1 Preferred Stock, par value $0.01 per share Common stock 1296352.0 I By Juniper NVM, LLC Warrant 3.2171 2014-07-24 2024-07-24 Common stock 1000000.0 I By Juniper NVM, LLC The Series B-1 Cumulative Convertible Preferred Stock ("Series B-1 Preferred Stock") is convertible at any time into the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of Series B-1 Preferred Stock is convertible, at the election of the holder, into a number of shares of Common Stock determined by dividing (i) the sum of (a) $3.2171 (the "Original Price") and (b) all accrued and unpaid dividends on such Series B-1 Preferred Stock by (ii) the then effective conversion price. Initially, each share of Series B-1 Preferred Stock is convertible into one share of Common Stock. The conversion price, and number of shares issuable upon conversion of Series B-1 Preferred Stock, are subject to adjustment as provided in the Certificate of Designation of Series B-1 Cumulative Convertible Preferred Stock and Series B-1 Cumulative Convertible Preferred Stock of the Issuer. Series B-1 Preferred Stock will automatically be converted into shares of Common Stock at the then effective conversion price upon the closing of a sale of shares of Common Stock at a price equal to or greater than two and a quarter times (2.25x) the Original Price (subject to adjustment in accordance with the Certificate of Designation), in a firm commitment underwritten public offering and listing of the Common Stock on a national securities exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Issuer. This Form 3 is being filed by the undersigned. The securities reported herein are directly owned by Juniper NVM, LLC, and JCP Realty Partners, LLC. Mr. Wolf is the manager member of each of Juniper NVM, LLC, and JCP Realty Partners, LLC. Contains standard anti-dilution provisions. Exhibit 24 - Power of Attorney /s/ Molly Z. Brown POA for Jay A. Wolf 2014-08-04 EX-24 2 ex-24.htm WOLF POA

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Howard Groedel, John M. McVey, James Abood, and Molly Brown signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) take any action of any type whatsoever in connection with the implementation of EDGAR filings and filing capability which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is IMH Financial Corporation assuming, any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934 or the Securities Act of 1933, or any other liabilities or obligations.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make EDGAR filings, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of July, 2014.

/s/ Jay A. Wolf
Print Name: Jay A. Wolf