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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IMH Financial Corp [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B-1 | (1) | 06/18/2010 | 06/18/2010 | D | V | 0 | (3) | (1) | IMH Financial Corp. Common Stock | 805 | (1) | 805(5) | D | ||
Class B-2 | (1) | 06/18/2010 | 06/18/2010 | D | V | 0 | (3) | (1) | IMH Financial Corp. Common Stock | 805 | (1) | 805(5) | D | ||
Class B-3 | (1) | 06/18/2010 | 06/18/2010 | D | V | 0 | (3) | (1) | IMH Financial Corp. Common Stock | 1,613 | (1) | 1,613(5) | D | ||
Class B-3 | (1) | 06/18/2010 | 06/18/2010 | D | V | 77,319(6) | (3)(4) | (1) | IMH Financial Corp. Common Stock | 236,471(2) | (1) | 236,471(2) | D |
Explanation of Responses: |
1. N/A |
2. Revised to reflect final downward adjustment by 77,032 shares pursuant to the terms and conditions of the Agreement and Plan of Conversion dated May 10, 2010. |
3. Shares of Class B-1, B-2 and B-3, respectively, become eligible to convert into shares of common stock on the six, nine and twelve-month anniversary of the consummation of an initial public offering, respectively, subject to earlier release upon certain conditions. |
4. On June 18, 2014 (the four-year anniversary of the date of consummation of the Conversion Transactions, subject to release upon certain conditions). |
5. Revised to reflect that previously reported holdings of Class B-3 shares have been allocated among Class B-1, B-2 and B-3. |
6. Adjusted to reflect transfer to the Pierce Family Limited Partnership as contemplated by the Agreement and Plan of Conversion dated May 10, 2010. |
/s/ William Meris | 09/21/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |