0001567619-19-020072.txt : 20191028
0001567619-19-020072.hdr.sgml : 20191028
20191028164441
ACCESSION NUMBER: 0001567619-19-020072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191024
FILED AS OF DATE: 20191028
DATE AS OF CHANGE: 20191028
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-52611
FILM NUMBER: 191173491
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-52611
FILM NUMBER: 191173492
BUSINESS ADDRESS:
STREET 1: 383 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2122706000
MAIL ADDRESS:
STREET 1: 383 MADISON 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
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
4
1
doc1.xml
FORM 4
X0306
4
2019-10-24
0
0001397403
IMH Financial Corp
NONE
0000019617
JPMORGAN CHASE & CO
383 MADISON AVENUE
NEW YORK
NY
10179
0
0
1
1
Director by Deputization
0001364743
JPMorgan Chase Funding Inc.
383 MADISON AVENUE
NEW YORK
NY
10179
0
0
1
0
Series B-1 Cumulative Convertible Preferred Stock
2019-10-24
4
P
0
873378
A
Common Stock
873378
I
See footnote
The Series B-1 Cumulative Convertible Preferred Stock ("Series B-1 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-1 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 and (b) all accrued and unpaid dividends on such Series B-1 Preferred Stock by (ii) the then effective conversion price. Initially, each share of Series B-1 Preferred Stock is convertible into one share of Common Stock. The conversion price, and number of shares issuable upon conversion of Series B-1 Preferred Stock, are subject to adjustment as provided in the Second Amended and Restated Certificate of Designation of Series B-1 Cumulative Convertible Preferred Stock, Series B-2 Cumulative Convertible Preferred Stock and Series B-3 Cumulative Convertible Preferred Stock of the Issuer ("B-123 Certificate of Designation").
Series B-1 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) $3.2171 (subject to adjustment in accordance with B-123 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.
On April 24, 2017, JPMorgan Chase Funding Inc. appointed Chadwick S. Parson as a member of the board of directors of the Issuer. JPMorgan Chase Funding Inc. may therefore be deemed a director by deputization.
JPMorgan Chase & Co., by /s/ Michael T. Lees, Attorney-in-Fact
2019-10-28
JPMorgan Chase Funding Inc., by /s/ Daniel P. Rood, Executive Director
2019-10-28