0001144204-19-030091.txt : 20190606 0001144204-19-030091.hdr.sgml : 20190606 20190606154915 ACCESSION NUMBER: 0001144204-19-030091 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190606 DATE AS OF CHANGE: 20190606 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: 19882457 BUSINESS ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: (412) 359-2100 MAIL ADDRESS: STREET 1: 1251 WATERFRONT PLACE STREET 2: SUITE 201 CITY: PITTSBURGH STATE: PA ZIP: 15222 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 tv523224_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Limbach Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

53263P 105

(CUSIP Number)

1347 Investors LLC

105 S. Maple
Itasca, Illinois 60143
(630) 432-2442

With a copy to:

Derek D. Bork
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-5500

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

June 4, 2019

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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

13D

Page 2 of 6 Pages


1	NAME OF REPORTING PERSONS 1347 Investors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 1,875,281⁽¹⁾
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,875,281⁽¹⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,875,281⁽¹⁾
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.8%⁽²⁾
14.	TYPE OF REPORTING PERSON OO

	⁽¹⁾	Includes 577,167 shares of Common Stock underlying exercisable warrants.

	⁽²⁾	Based on 7,643,133 shares of Common Stock reported by the Issuer as outstanding as of May 14, 2019 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

CUSIP No. 53263P 105

13D

Page 3 of 6 Pages

1	NAME OF REPORTING PERSONS Larry G. Swets, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 13,198
		8	SHARED VOTING POWER 1,875,281⁽¹⁾⁽²⁾
		9	SOLE DISPOSITIVE POWER 13,198
		10	SHARED DISPOSITIVE POWER 1,875,281⁽¹⁾⁽²⁾
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,888,479^(1)(2)(3)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.0%⁽³⁾⁽⁴⁾
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾

The reporting person disclaims beneficial ownership of 1,875,281 of such shares.

	⁽²⁾	Includes 577,167 shares of Common Stock underlying exercisable warrants.
	⁽³⁾	Does not include 6,402 shares of Common Stock potentially issuable to Mr. Swets pursuant to grants of restricted stock units.

	⁽⁴⁾	Based on 7,643,133 shares of Common Stock reported by the Issuer as outstanding as of May 14, 2019 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

CUSIP No. 53263P 105

13D

Page 4 of 6 Pages

1	NAME OF REPORTING PERSONS D. Kyle Cerminara
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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) ¨
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 1,875,281⁽¹⁾⁽²⁾
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 1,882,361^(1)(2)(3)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,882,361^(1)(2)(3)(4)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9%⁽⁴⁾⁽⁵⁾
14.		TYPE OF REPORTING PERSON IN

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

⁽²⁾		Includes 577,167 shares of Common Stock underlying exercisable warrants.

⁽³⁾		7,080 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.

	⁽⁴⁾	Does not include 3,200 shares of Common Stock potentially issuable to Mr. Cerminara pursuant to a grant of restricted stock units.

	⁽⁵⁾	Based on 7,643,133 shares of Common Stock reported by the Issuer as outstanding as of May 14, 2019 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

CUSIP No. 53263P 105

13D

Page 5 of 6 Pages

This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) amends, 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 (together, the “Reporting Persons”) with the U.S. Securities and Exchange Commission on July 31, 2014 (the “Initial Schedule”), as amended 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”), Amendment No. 3 to Schedule 13D filed on July 25, 2017 (“Amendment No. 3”), Amendment No. 4 to Schedule 13D filed on December 13, 2017 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed on January 19, 2018 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D filed on July 16, 2018 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D filed on March 20, 2019 (“Amendment No. 7”), and Amendment No. 8 to Schedule 13D filed on May 31, 2019 (“Amendment No. 8” and, together with the Initial Schedule, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and Amendment No. 7, the “Schedule 13D”).

Except as otherwise set forth herein, this Amendment No. 9 does not modify any of the information previously reported by the Reporting Persons on the Schedule 13D.

Item 4.

Purpose of the Transaction.

On June 4, 2019, pursuant to the Loan and Security Agreement, dated July 18, 2016 (the “ASIC Loan Agreement”), between 1347 Investors and American Service Insurance Company, Inc. (“ASIC”), 1347 Investors transferred 43,667 warrants to ASIC, with each warrant exercisable to purchase one-half of one share of Common Stock at an exercise price of $11.50 per whole share, subject to adjustment (the “Warrants”). The Warrants transferred to ASIC are exercisable for a total of 21,833 shares of Common Stock.

Pursuant to the ASIC Loan Agreement, 1347 Investors had agreed to transfer a total of 166,167 Warrants to ASIC, all of which have been transferred to ASIC as of the date of this Amendment No. 9.

The foregoing description of the ASIC Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ASIC Loan Agreement, which was filed as Exhibit 99.11 to Amendment No. 2 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 1,895,559 shares of Common Stock, which represents approximately 23.1% of the Issuer’s outstanding shares of Common Stock and includes 577,167 shares of Common Stock underlying exercisable warrants.

The share numbers reported for Mr. Cerminara in the table set forth on the cover page to this Statement include 7,080 shares held in the customer accounts of CWA.

Each percentage ownership of Common Stock set forth in this Statement is based on the 7,643,133 shares of Common Stock reported by the Issuer as outstanding as of May 14, 2019 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

(c) Except as set forth in Item 4 herein, no transactions in the Common Stock have been effected by the Reporting Persons since the filing of Amendment No. 8 on May 31, 2019.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 above is hereby incorporated by reference into this Item 6.

CUSIP No. 53263P 105

13D

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Issuer.

Dated: June 6, 2019

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