CUSIP No. 449686 500
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NAMES OF REPORTING PERSONS
JPMorgan Chase & Co.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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13-2624438
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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9,823,089 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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9,823,089 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,823,089 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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37.23% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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(1)
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Consists of shares
of the Issuer’s common stock issuable upon conversion of 5,595,148 shares of Series B-2 Cumulative Convertible Preferred Stock, 2,352,941 shares of Series B-3 Cumulative Convertible Preferred Stock and 1,875,000 shares of Series B-4 Cumulative
Convertible Preferred Stock held by JPMorgan Chase Funding Inc. Excludes 600,000 shares of the Issuer’s common stock issuable upon exercise of a warrant issued to JPMorgan Chase Funding Inc. on February 9, 2018, which warrant by its
terms may not be exercised prior to February 9, 2021.
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(2)
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The percentage reflected is based on (i) 16,559,315 outstanding common shares (including Issuer’s Common
Stock, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock, Class B-4 Common Stock and Class C Common Stock), as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2019, filed with the Securities and Exchange Commission on August 14, 2019, plus (ii) 5,595,148 shares of Common Stock issuable upon conversion of the Series B-2 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding
Inc., plus (iii) 2,352,941 shares of Common Stock issuable upon conversion of the Series B-3 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc., plus (iv) 1,875,000 shares of Common Stock issuable upon conversion
of the Series B-4 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc.
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CUSIP No. 449686 50
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1
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NAMES OF REPORTING PERSONS
JPMorgan Chase Funding Inc.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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13-3471824
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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9,823,089 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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9,823,089 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,823,089 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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37.23% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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Consists of shares
of the Issuer’s common stock issuable upon conversion of 5,595,148 shares of Series B-2 Cumulative Convertible Preferred Stock, 2,352,941 shares of Series B-3 Cumulative Convertible Preferred Stock and 1,875,000 shares of Series B-4 Cumulative
Convertible Preferred Stock held by JPMorgan Chase Funding Inc. Excludes 600,000 shares of Issuer’s common stock issuable upon exercise of a warrant issued to JPMorgan Chase Funding Inc. on February 9, 2018, which warrant by its terms
may not be exercised prior to February 9, 2021.
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(2)
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The percentage
reflected is based on (i) 16,559,315 outstanding common shares (including Issuer’s Common Stock, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock, Class B-4 Common Stock and Class C Common Stock), as reported by
the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, filed with the Securities and Exchange Commission on August 14, 2019, plus (ii) 5,595,148 shares of Common Stock issuable upon conversion of
the Series B-2 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc., plus (iii) 2,352,941 shares of Common Stock issuable upon conversion of the Series B-3 Cumulative Convertible Preferred Stock held by JPMorgan
Chase Funding Inc., plus (iv) 1,875,000 shares of Common Stock issuable upon conversion of the Series B-4 Cumulative Convertible Preferred Stock held by JPMorgan Chase Funding Inc.
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●
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the Issuer fails (i) to pay the full dividend on the B-4 Preferred Shares for a fiscal quarter within 30 days
following the end of such fiscal quarter; (ii) to consummate a redemption of the Series B Preferred Stock within 90 days of a demand for a noncompliance redemption or a required redemption of the B-4 Preferred Shares; (iii) to redeem the
Series B Preferred Stock on the 30th day after the Issuer delivers notice of an optional redemption of the B-4 Preferred Shares; or (iv) to comply with the terms of the Series B-4 Certificate of Designation or other agreements
entered into with the holders of the B-4 Preferred Shares in connection with the issuance thereof;
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the Issuer or, subject to certain exceptions, any of its subsidiaries is the subject of a bankruptcy,
receivership, liquidation or assignment for the benefit of creditors;
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the Issuer or any of its subsidiaries is in default with respect to certain indebtedness and such default is not
cured within 30 days;
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judgments in excess of $2,000,000 in the aggregate are entered against the Issuer or any of its subsidiaries if
the judgments are not appealable or otherwise released or cured within 90 days, except for judgments approved by the Board;
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the Issuer fails to timely comply with its reporting obligations under the Exchange Act;
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the Issuer fails to cause the nomination of a Series B-1 Director, Series B-2 Director, Series B-3 Director,
Series B-4 Director or Series B Director in accordance with the Series B-4 Certificate of Designation and the Restated Certificate of Designation; or
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certain legal proceedings are commenced against the Issuer or its subsidiaries.
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Exhibit No.
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Description
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1
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Certificate of Designation of Series B-4 Cumulative Convertible Preferred Stock dated September 25, 2019
(incorporated by reference to Exhibit 3.1 to IMH Financial Corporation’s Current Report on Form 8-K on September 27, 2019).
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2
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Series B-4 Cumulative Convertible Preferred Stock Subscription Agreement by and between IMH Financial
Corporation and JPMorgan Chase Funding Inc. dated September 25, 2019 (incorporated by reference to Exhibit 10.1 to IMH Financial Corporation’s Current Report on Form 8-K on September 27, 2019).
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3
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Third Amended and Restated Investment Agreement by and among IMH Financial Corporation, JPMorgan Chase Funding
Inc., JCP Realty Partners, LLC and Juniper NVM, LLC dated September 25, 2019 (incorporated by reference to Exhibit 10.2 to IMH Financial Corporation’s Current Report on Form 8-K on September 27, 2019).
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4
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Second Amended and Restated Investors’ Rights Agreement by and among IMH Financial Corporation, JPMorgan Chase
Funding Inc., JCP Realty Partners, LLC and Juniper NVM, LLC dated September 25, 2019 (incorporated by reference to Exhibit 4.1 to IMH Financial Corporation’s Current Report on Form 8-K on September 27, 2019).
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JPMorgan Chase & Co.
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By:
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/s/ Michael T. Lees
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Name:
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Michael T. Lees
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Title:
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Attorney-in-Fact
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JPMorgan Chase Funding Inc.
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By:
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/s/ Chadwick S. Parson
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Name:
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Chadwick S. Parson
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Title:
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Managing Director
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Name
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Present Principal Occupation
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Linda B. Bammann
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Independent Director of JPMorgan Chase & Co. and Retired Deputy Head of Risk Management of JPMorgan Chase
& Co.
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James A. Bell
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Independent Director of JPMorgan Chase & Co. and Retired Executive Vice President of the Boeing Company
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Stephen B. Burke
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Independent Director of JPMorgan Chase & Co. and Chief Executive Officer of NBCUniversal, LLC
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Todd A. Combs
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Independent Director of JPMorgan Chase & Co. and Investment Officer of Berkshire Hathaway Inc.
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James S. Crown
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Independent Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of Henry Crown and
Company
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Timothy P. Flynn
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Independent Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of KPMG
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Mellody Hobson
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Independent Director of JPMorgan Chase & Co. and Co-CEO of Ariel Investments, LLC
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Laban P. Jackson, Jr.
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Independent Director of JPMorgan Chase & Co. and Chairman and Chief Executive Officer of Clear Creek
Properties, Inc.
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Michael A. Neal
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Independent Director of JPMorgan Chase & Co. and Retired Vice Chairman of General Electric Company and
Retired Chairman and Chief Executive Officer GE Capital
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Lee R. Raymond
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Lead Independent Director of JPMorgan Chase & Co. and Retired Chairman and Chief Executive Officer of Exxon
Mobil Corporation
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James Dimon
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Director, Chairman of the Board and Chief Executive Officer
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Ashley Bacon
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Chief Risk Officer
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Lori A. Beer
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Chief Information Officer
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Mary Callahan Erdoes
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CEO, Asset & Wealth Management
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Stacey Friedman
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General Counsel
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Marianne Lake
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CEO, Consumer Lending
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Robin Leopold
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Head of Human Resources
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Douglas B. Petno
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CEO, Commercial Banking
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Jennifer A. Piepszak
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Chief Financial Officer
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Daniel E. Pinto
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Co-President, Co-Chief Operating Officer and CEO, Corporate & Investment Bank
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Peter L. Scher
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Head of Corporate Responsibility
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Gordon A. Smith
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Co-President, Co-Chief Operating Officer and CEO, Consumer & Community Banking
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Name
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Present Principal Occupation
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David M. Alexander
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Director of JPMorgan Chase Funding Inc. and Managing Director of JPMorgan Chase Bank, N.A.
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Joseph A Ferraiolo
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Director of JPMorgan Chase Funding Inc. and Executive Director of J.P. Morgan Securities LLC
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Dawn L. Lee Lum
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Director of JPMorgan Chase Funding Inc. and Executive Director of JPMorgan Chase Bank, N.A.
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Patrick Dempsey
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Director, Chairman and President of JPMorgan Chase Funding Inc. and Managing Director of JPMorgan Chase Bank,
N.A.
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James M. Collins
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Chief Financial Officer of JPMorgan Chase Funding Inc. and Managing Director of J.P. Morgan Securities LLC
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Kathleen A. Juhase
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Chief Legal Officer of JPMorgan Chase Funding Inc. and Managing Director of JPMorgan Chase Bank, N.A.
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