SC 13D/A 1 impacamendment.txt OMB Number 3235-0145 United States Securities and Exchange Commission Washington DC 20549 Schedule 13D/A Under the Securities and Exchange Act of 1934 Amendment No. 3 IMPAC MORTGAGE HOLDINGS, INC. Name of Issuer common stock Title of Class of Securities 45254P102 CUSIP Number Howard Amster, 23811 Chagrin Blvd., Suite 200 Beachwood, Ohio 44122-5525, 216 595-1047 Name, address and telephone number of person authorized to receive notices and communications. October 14, 2008 Date of event which requires filing of this statement. If this 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) (f) or (g), check the following box / /. Note: Scheduled 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 who 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 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 (however see the Notes). 1 Name of Reporting Person Howard Amster 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 3,735,670 Beneficially Owned By Each 8 Shared Voting 2,104,285 Reporting Person With 9 Sole Dispositive 3,735,670 10 Shared Dispositive 2,104,285 11 Aggregate Amount Beneficially owned 4,353,290 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 5.72 % 14 Type of Reporting Person IN 1 Name of Reporting Person Amster Limited Partnership 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 2,400 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 2,400 11 Aggregate Amount Beneficially owned 2,400 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.00 % 14 Type of Reporting Person PN 1 Name of Reporting Person Amster Trading Company 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 2,020,385 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 2,020,385 11 Aggregate Amount Beneficially owned 545,720 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.71 % 14 Type of Reporting Person CO 1 Name of Reporting Person Amster Trading Company Charitable Remainder Unitrusts 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure 6 Citizenship USA Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 1,474,665 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 1,474,665 11 Aggregate Amount Beneficially owned 1,474,665 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 1.94 % 14 Type of Reporting Person OO 1 Name of Reporting Person Samuel J Heller 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 12,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 12,000 11 Aggregate Amount Beneficially owned 12,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.02 % 14 Type of Reporting Person IN 1 Name of Reporting Person Samuel J Heller Irrevocable Trust 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds OO 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 12,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 12,000 11 Aggregate Amount Beneficially owned 12,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.02 % 14 Type of Reporting Person OO 1 Name of Reporting Person Pleasant Lake Apts. Corp. 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 44,500 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 44,500 11 Aggregate Amount Beneficially owned 44,500 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.06 % 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lake Apts. Ltd. Partnership 2 If a member group a) / / b) /X/ 3 SEC Use only 4 Source of Funds 00 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 25,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 25,000 11 Aggregate Amount Beneficially owned 25,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 0.03 % 14 Type of Reporting Person 00 This is the third amendment to Schedule 13D for IMPAC Mortgage Holdings, Inc. Item 2. Identity and Background Mr. Amster on 12/26/06 and 01/02/07 gifted 18,900 shares to various individuals. Mr. Amster disclaims ownership, shared voting, dispositive, pecuniary interest in the shares gifted. Those individuals are not part of this member group and do not have any ownership, shared voting, dispositive, pecuniary interest in Mr. Amster's holdings. Item 3. Source and Amount of Funds or Other Consideration Howard Amster, in his personal and individual retirement accounts received 5,900 payment in kind shares (PIK), bought 531,300 common shares, gifted 18,900, sold 1,296,580 common shares. The purchases were with personal funds without borrowing. The total consideration for the purchases and PIK reported on this amendment is $ 3,852,802.88 bringing Howard Amster's total investment to $ 52,785,579.81. Amster Limited Partnership purchased 2,400 common commons shares with working capital without borrowing. The total consideration for this purchase is $ 21,285.50 Amster Trading Company purchased an additional 87,200 common shares, received a PIK distribution of 244,335 common shares. The purchases were with working capital without borrowing. The total consideration for the purchases and PIK reported on this amendment is $ 737,901.00 bringing Amster Trading Company's total investment to $ 2,416,582.54. Amster Trading Company Charitable Remainder Unitrusts distributed as payment in kind (PIK) 244,335 common shares, purchased an additional 525,000 common shares with trust assets without borrowing. The total consideration for the purchase reported on this amendment is $ 1,659,797.30 bringing Amster Trading Company Remainder Unitrusts total investment to $ 14,961,884.77. Pleasant Lake Apts. Corp purchased an additional 9,500 common shares with working capital without borrowing. The total consideration for this purchase is $ 29,104.50 bringing Pleasant Lake Apts. Corp. total investment to $ 131,602.00. Item 4. Purpose of Transaction Howard Amster Amster Limited Partnership Amster Trading Company, Amster Trading Company Charitable Remainder Unitrusts Samuel J Heller Samuel J. Heller Irrevocable Trust Pleasant Lake Apts. Corp. Pleasant Lake Apts. Ltd. Partnership acquired their shares for purposes of investment and may deemed to be a group. There are no present plans or proposals by this group of record or the beneficial owners as reported in this Schedule 13D which relates to or would result in the following: a. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer provided, however, the reporting persons might acquire additional shares or other securities of the issuer or dispose of some or all of their shares depending upon market conditions and their personal circumstances; Item 5. Interest in Securities of the Issuer Issuer's Form 10-Q/A Amendment No. 1 for fiscal year ending June 30, 2008 references 76,096,392 shares of common stock outstanding as of September 12, 2008. (a)(b) The aggregate amount owned by this Reporting Group is 5,814,955 shares or 7.64 % of the outstanding shares. Howard Amster in his name and individual retirement accounts owns 3,735,670 shares or 4.91 % of the common outstanding shares. Amster Limited Partnership owns 2,400 shares or 0.00 % of the common outstanding shares. Amster Trading Company owns 545,720 shares or 0.71 % of the common outstanding shares. Amster Trading Company Charitable Remainder Unitrusts own 1,474,665 shares or 1.94 % of the common outstanding shares. Samuel J Heller Irrevocable trust owns 12,000 shares or 0.02 % of the common outstanding shares. Pleasant Lake Apts. Ltd. Corporation owns 19,500 common shares or 0.03 % of the common outstanding shares. Pleasant Lake Apts. Ltd. Partnership owns 25,000 common shares or 0.03 % of the common outstanding shares. c) Description of Transactions Executed on listed stock exchange, over the counter as open market transactions with JP Morgan Clearing Corp formerly Bear,Stearns or on Midwest Stock Exchange with Cheevers where shown. Included in table are PIK and gift distributions.
Identity Date Shares Price Buys Howard Amster 01/23/07 150,000 8.5514 and his 02/05/07 46,400 8.5162 Individual 02/12/07 46,900 7.8212 Retirement Accounts 02/14/07 34,000 8.3683 02/15/07 61,200 8.266 02/23/07 5,100 6.9235 02/23/07 59,400 7.3621 03/28/07 23,400 4.4677 03/28/07 100 4.45 03/28/07 20,000 4.4942 03/28/07 4,000 4.4985 03/28/07 10,000 4.88 03/29/07 12,500 4.377 03/29/07 20,000 4.4841 03/29/07 10,000 4.5008 07/27/07 28,300 3.06 MDW 12/20/07 5,900 .70 PIK Distribution Amster Limited 12/28/06 2,400 8.85 Partnership Amster Trading 07/27/07 87,200 3.06 MDW Company 12/20/07 244,335 .70 PIK Amster Trading 02/14/07 36,000 8.3683 Company Charitable 07/30/07 180,000 2.97 MDW Remainder Unitrusts 07/30/07 100,000 2.90 MDW 07/31/07 150,000 2.56 MDW 07/31/07 59,000 2.53 MDW Pleasant Lake Apts. 07/27/07 9,500 3.06 MDW Corporation Ramat Securities 12/05/06 3,000 9.628 Ltd. 12/07/06 3,000 9.48 12/18/06 7,800 9.20487 02/13/07 76,400 8.12181 02/14/07 42,000 8.30661 08/03/07 3,000 1.66 Toval Financial, Inc. 02/15/07 3,500 8.26 Tova Financial, Inc. 02/05/07 123 8.47 Charitable 02/23/07 2,600 7.3621 Remainder Unitrust Sells Howard Amster 12/26/06 15,000 Gifted 01/02/07 3,900 Gifted 08/03/07 134,800 1.6687 08/06/07 19,410 1.4581 08/07/07 94,700 1.3075 08/08/07 39,800 1.7463 08/09/07 8,800 1.5901 08/10/07 208,100 1.6872 08/13/07 81,970 1.6337 08/14/07 59,500 1.4065 08/17/07 9,700 1.7658 08/21/07 30,700 1.6285 08/22/07 74,200 1.6875 10/11/07 48,000 1.579 10/12/07 50,000 1.5531 10/15/07 26,000 1.4596 10/16/07 67,000 1.4066 02/01/08 28,400 1.7328 02/04/08 27,000 1.8715 09/26/08 57,500 .3596 10/01/08 20,000 .3023 10/03/08 40,000 .3526 10/06/08 36,000 .2592 10/07/08 22,000 .2654 10/08/08 10,000 .2413 10/10/08 9,400 .1734 10/14/08 36,900 .2112 10/15/08 11,800 .2034 10/16/08 44,900 .1854 Howard Amster 12/20/07 5,900 .70 PIK Distribution 2005 Charitable Remainder Unitrust Amster Trading 12/20/07 244,335 .70 PIK Company Charitable Remainder Unitrusts Let's Get Organized 03/06/07 700 1.4581 Ramat Securities 02/28/07 5,000 6.58 Ltd. 02/28/07 40,000 6.554 03/28/07 60,000 4.46186 03/29/07 40,300 4.42513 07/27/07 125,000 3.06 MDW 07/30/07 100,000 2.90 MDW 07/30/07 180,000 2.97 MDW 07/31/07 59,000 2.53 MDW 07/31/07 150,000 2.56 MDW 08/03/07 3,000 1.66266 Toval Financial, Inc. 08/06/07 22,400 1.4581 Tova Financial, Inc. 08/07/07 9,753 1.4581 Charitable Remainder Unitrust ZAK Group LLC 08/07/07 6,300 1.4581 David Zlatin 08/07/07 7,965 1.4581 in his various individual and retirement accounts David Zlatin and 08/07/07 8,000 1.4581 Gilda Zlatin JTWROS Gilda Zlatin 08/07/07 2,322 1.4581 in her individual retirement accounts
e) These former members sold all their IMPAC Mortgage Holdings, Inc. common shares and are not part of this member group. Howard Amster 2005 CRUT Tova Financial, Inc. Tova Financial, Inc. CRUT Let's Get Organized, Inc. Ramat Securities, Ltd. ZAK Group, Ltd. David Zlatin David Zlatin and Gilda Zlatin Gilda Zlatin They disclaim ownership, shared voting, dispositive, pecuniary interest in any IMPAC Mortgage Holdings, Inc. common shares owned by the current filers. Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: 10/17/08 /s/ Howard Amster /s/ Amster Limited Partnership By: Howard Amster Title: General Partner /s/ Amster Trading Company By: Howard Amster Title: President /s/ Amster Trading Company Charitable Remainder Unitrusts By: Howard Amster Title: Trustee /s/ Samuel J Heller /s/ Samuel J Heller Irrevocable Trust By: Howard Amster Title: Trustee /s/ Pleasant Lake Apts. Corp. By: Howard Amster Title: President /s/ Pleasant Lake Apts. Ltd. Partnership By: Pleasant Lake Apts. Corp., Howard Amster, President Title: Its General Partner