0001140361-17-016758.txt : 20170425 0001140361-17-016758.hdr.sgml : 20170425 20170425173227 ACCESSION NUMBER: 0001140361-17-016758 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170411 FILED AS OF DATE: 20170425 DATE AS OF CHANGE: 20170425 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMH Financial Corp CENTRAL INDEX KEY: 0001397403 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 810624254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7001 NORTH SCOTTSDALE ROAD, SUITE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 480-840-8400 MAIL ADDRESS: STREET 1: 7001 NORTH SCOTTSDALE ROAD, SUITE 2050 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: IMH Secured Loan Fund, LLC DATE OF NAME CHANGE: 20070424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMorgan Chase Funding Inc. CENTRAL INDEX KEY: 0001364743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52611 FILM NUMBER: 17782044 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10260-0060 BUSINESS PHONE: 201-595-6884 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10260-0060 FORMER NAME: FORMER CONFORMED NAME: J.P. Morgan Ventures CORP DATE OF NAME CHANGE: 20060601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52611 FILM NUMBER: 17782045 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: J P MORGAN CHASE & CO DATE OF NAME CHANGE: 20010102 FORMER NAME: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 3/A 1 doc1.xml FORM 3/A X0206 3/A 2017-04-11 2017-04-21 0 0001397403 IMH Financial Corp NONE 0000019617 JPMORGAN CHASE & CO 270 PARK AVENUE NEW YORK NY 10017 0 0 1 0 0001364743 JPMorgan Chase Funding Inc. 270 PARK AVENUE NEW YORK NY 10017 0 0 1 0 Series B-2 Cumulative Convertible Preferred Stock Common Stock 5595148 I See Footnote The Series B-2 Cumulative Convertible Preferred Stock ("Series B-2 Preferred Stock") is convertible at any time into the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of Series B-2 Preferred Stock is convertible, at the election of the holder, into a number of shares of Common Stock determined by dividing (i) the sum of (a) $3.2171 (the "Original Price") and (b) all accrued and unpaid dividends on such Series B-2 Preferred Stock by (ii) the then effective conversion price. Initially, each share of Series B-2 Preferred Stock is convertible into one share of Common Stock. The conversion price, and number of shares issuable upon conversion of Series B-2 Preferred Stock, are subject to adjustment as provided in the Amended and Restated Certificate of Designation of the Series B-1 Cumulative Convertible Preferred Stock and Series B-2 Cumulative Convertible Preferred Stock of the Issuer. Series B-2 Preferred Stock will automatically be converted into shares of Common Stock at the then effective conversion price upon the closing of a sale of shares of Common Stock at a price equal to or greater than two and a quarter times (2.25x) the Original Price (subject to adjustment in accordance with the Amended and Restated Certificate of Designation), in a firm commitment underwritten public offering and listing of the Common Stock on a national securities exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Issuer. The securities reported herein are directly owned by JPMorgan Chase Funding Inc., a wholly owned subsidiary of JPMorgan Chase & Co. JPMorgan Chase & Co. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, if any. JPMorgan Chase & Co., by /s/ Michael T. Lees, Executive Director 2017-04-25 JPMorgan Chase Funding Inc., by /s/ Chadwick S. Parson, Managing Director 2017-04-25