SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Bulldog Investors, LLC

(Last) (First) (Middle)
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE. SUITE 708

(Street)
SADDLE BROOK NJ 07663

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IMPERIAL HOLDINGS, INC. [ IFT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 1,685,275 I By Clients(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Convertible Notes $6.76 02/21/2014 4P 6,302 02/21/2014 02/15/2019 Common Stock 932,249 $1,000(3) 6,302 I By Clients(1)(2)
1. Name and Address of Reporting Person*
Bulldog Investors, LLC

(Last) (First) (Middle)
PARK 80 WEST - PLAZA TWO
250 PEHLE AVE. SUITE 708

(Street)
SADDLE BROOK NJ 07663

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Samuels Steven

(Last) (First) (Middle)
72 COLEYTOWN ROAD

(Street)
WESTPORT CT 06882

(City) (State) (Zip)
Explanation of Responses:
1. The securities are held on behalf of certain private investment fund clients of Bulldog Investors, LLC. Bulldog Investors, LLC disclaims beneficial interest in such securities except to the extent of any pecuniary interest therein.
2. Steven Samuels is an owner of Bulldog Investors, LLC. He is also a Principal of the general partner of certain of such investment fund clients of Bulldog Investors, LLC, and a limited partner in certain of such private fund clients. Mr. Samuels disclaims beneficial interest in securities held by such clients, except to the extent of any pecuniary interest therein.
3. Per Note.
/s/ Phillip Goldstein on behalf of Bulldog Investors, LLC 02/13/2015
/s/ Steven Samuels 02/13/2015
** 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.