SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Cerminara Kyle

(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140

(Street)
CHARLOTTE NC 28209

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2019
3. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,343,515 I 1347 Investors LLC(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
$15 Exercise Price Sponsor Warrants (3) (4) Common Stock 500,000 $15 I See Footnote(5)
Sponsor Warrants (6) (7) Common Stock 99,000(8) $11.5 I See Footnote(5)
Explanation of Responses:
1. The reported securities are held directly by 1347 Investors LLC ("1347 Investors"). The reporting person is a manager of 1347 Investors and shares voting and dispositive control over the securities held by 1347 Investors. Accordingly, the reporting person may be deemed to share beneficial ownership over the securities held directly by 1347 Investors. The reporting person disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Report shall not be deemed an admission that the reporting person is the beneficial owners of the securities for purposes of Section 16 or for any other purpose.
2. In addition, 7,580 shares are held in the customer accounts of CWA Asset Management Group, LLC (doing business as "Capital Wealth Advisors") ("CWA"). Fundamental Global Investors, LLC owns 50% of CWA. The reporting person is the Chief Executive Officer, Co-Founder and Partner of Fundamental Global Investors, LLC. The reporting person also serves as Co-Chief Investment Officer of CWA.
3. The reported securities are exercisable to purchase one share of the Issuer's common stock at a price of $15.00 per share.
4. The reported securities expire on July 20, 2023, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
5. The reported securities were purchased from the Issuer by 1347 Investors in connection with the Issuer's initial public offering. The reporting person is a manager of 1347 Investors and shares voting and dispositive control over the securities held by 1347 Investors. Accordingly, the reporting person may be deemed to share beneficial ownership over the securities held directly by 1347 Investors. The reporting person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, and this Report shall not be deemed an admission that the reporting person is the beneficial owners of the securities for purposes of Section 16 or for any other purpose.
6. The reported securities are each exercisable to purchase one-half of one share of the Issuer's common stock at a price of $11.50 per whole share.
7. The reported securities will expire on July 20, 2021, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
8. The reported securities are comprised of 198,000 warrants to purchase an aggregate of 99,000 shares of the Issuer's common stock (each warrant is exercisable to purchase one-half of one share of the Issuer's common stock).
/s/ D. Kyle Cerminara 03/25/2019
** 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 5 (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.