0001144204-17-063512.txt : 20171213 0001144204-17-063512.hdr.sgml : 20171213 20171213163849 ACCESSION NUMBER: 0001144204-17-063512 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171213 DATE AS OF CHANGE: 20171213 GROUP MEMBERS: D. KYLE CERMINARA GROUP MEMBERS: LARRY G. SWETS, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Limbach Holdings, Inc. CENTRAL INDEX KEY: 0001606163 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88248 FILM NUMBER: 171254255 BUSINESS ADDRESS: STREET 1: 31 35TH STREET CITY: PITTSBURGH STATE: PA ZIP: 15201 BUSINESS PHONE: (412) 359-2100 MAIL ADDRESS: STREET 1: 31 35TH STREET CITY: PITTSBURGH STATE: PA ZIP: 15201 FORMER COMPANY: FORMER CONFORMED NAME: 1347 Capital Corp DATE OF NAME CHANGE: 20140422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1347 Investors LLC CENTRAL INDEX KEY: 0001612411 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 PIERCE ROAD STREET 2: 6TH FLOOR CITY: ITASCA STATE: IL ZIP: 60143 BUSINESS PHONE: 847-700-8064 MAIL ADDRESS: STREET 1: 150 PIERCE ROAD STREET 2: 6TH FLOOR CITY: ITASCA STATE: IL ZIP: 60143 SC 13D/A 1 tv481347_sc13da.htm SC 13D/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

Limbach Holdings, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

53263P 105

 (CUSIP Number)

 

1347 Investors LLC

150 Pierce Road, 6th Floor

Itasca, IL 60143

(847) 700-8064

 

Copy to:

 

Joel L. Rubinstein

Elliott M. Smith

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

(212) 294-6700

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 7, 2017

 (Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

 

 

 

  

             
CUSIP No. 53263P 105
1   

NAME OF REPORTING PERSONS

1347 Investors LLC 

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o (b) x

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

 WC

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

 

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

 

 

   7   

SOLE VOTING POWER

0

  8  

SHARED VOTING POWER

3,577,099(1)

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

3,577,099 (1)

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,577,099 (1)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.2%

14.  

TYPE OF REPORTING PERSON

OO

 

(1) Includes 1,233,584 shares of Common Stock underlying convertible securities.

 

 

 

 

 

             
CUSIP No. 53263P 105
1   

NAME OF REPORTING PERSONS

Larry G. Swets, Jr. 

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o (b) x

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

 AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

 

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

 

 

   7   

SOLE VOTING POWER

10,000

  8  

SHARED VOTING POWER

3,577,099 (1)(2)

  9  

SOLE DISPOSITIVE POWER

10,000

  10  

SHARED DISPOSITIVE POWER

3,577,099 (1)(2)

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,587,099 (1)(2)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.3%

14.  

TYPE OF REPORTING PERSON

IN

 

(1) The reporting person disclaims beneficial ownership of 3,577,099 of such shares.

 

(2) Includes 1,233,584 shares of Common Stock underlying convertible securities.

 

 

 

 

             
CUSIP No. 53263P 105
1   

NAME OF REPORTING PERSONS

D. Kyle Cerminara 

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o (b) x

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS

AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

 

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH REPORTING

PERSON

WITH

 

 

   7   

SOLE VOTING POWER

0

  8  

SHARED VOTING POWER

3,577,099(1)(2)

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

3,589,779 (1)(2)(3)

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,589,779 (1)(2)(3)

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.3%

14.  

TYPE OF REPORTING PERSON

IN

 

(1) The reporting person disclaims beneficial ownership of the shares.

 

(2) Includes 1,233,584 shares of Common Stock underlying convertible securities.

 

(3) 12,680 of such 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. Mr. D. Kyle Cerminara is the Chief Executive Officer, Partner and Manager of Fundamental Global Investors, LLC. Mr. Cerminara also serves as Co-Chief Investment Officer of CWA. CWA, in its role as investment advisor for customer accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Mr. Cerminara, as manager of CWA, may each be deemed to beneficially own the number of shares held in CWA’s customer accounts. Each of Fundamental Global Investors, LLC and Mr. Cerminara expressly disclaims such beneficial ownership.

 

 

END OF COVER PAGES

 

 

 


This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and restates, where indicated, the statement on Schedule 13D relating to the common stock, $0.0001 par value per share (the “Common Stock”) of Limbach Holdings, Inc., a Delaware corporation (the “Issuer”), filed by 1347 Investors LLC (“1347 Investors”), Larry G. Swets, Jr. and D. Kyle Cerminara and (together, the “Reporting Persons”) with the U.S. Securities and Exchange Commission on July 31, 2014 (the “Initial Schedule”), as amended and restated by the Amendment No. 1 to Schedule 13D filed on February 25, 2015 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed on August 5, 2016 (“Amendment No. 2”) and Amendment No. 3 to Schedule 13D filed on July 25, 2017 (“Amendment No. 3” and, together with the Initial Schedule, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”).

 

This Amendment No. 4 is being made to reflect changes in beneficial ownership as a result of the transaction described in Item 5 below. Except as otherwise set forth herein, this Amendment No. 4 does not modify any of the information previously reported by the Reporting Persons on the Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated as follows:

 

(a) and (b) The information contained on the cover pages to this Amendment No. 4 is incorporated herein by reference.

 

(c) On December 7, 2017, 1347 Investors sold 500,000 shares of Common Stock in a block trade in the open market at a price per share of $12.8511 for an aggregate sales price of $6,425,550.00. Except for the foregoing, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of Common Stock.

 

(d) None.

 

(e) Not applicable.

 

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 13, 2017

 

1347 INVESTORS LLC

  
   
/s/ Larry G. Swets, Jr.  
Larry G. Swets, Jr.  
Manager  
   
/s/ D. Kyle Cerminara  
D. Kyle Cerminara  
Manager  

 

 

/s/ Larry G. Swets, Jr.  
Larry G. Swets, Jr., individually  
   
   
/s/ D. Kyle Cerminara  
D. Kyle Cerminara, individually