0000899243-16-029905.txt : 20160923 0000899243-16-029905.hdr.sgml : 20160923 20160923170044 ACCESSION NUMBER: 0000899243-16-029905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160920 FILED AS OF DATE: 20160923 DATE AS OF CHANGE: 20160923 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMPAC MORTGAGE HOLDINGS INC CENTRAL INDEX KEY: 0001000298 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330675505 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19500 JAMBOREE ROAD CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9494753600 MAIL ADDRESS: STREET 1: 19500 JAMBOREE ROAD CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL CREDIT MORTGAGE HOLDINGS INC DATE OF NAME CHANGE: 19950911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PICKUP RICHARD H/ CENTRAL INDEX KEY: 0000905980 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14100 FILM NUMBER: 161900397 FORMER NAME: FORMER CONFORMED NAME: PICKUP RICHARD H/DITO DEVCAR INC DATE OF NAME CHANGE: 19930524 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-20 0 0001000298 IMPAC MORTGAGE HOLDINGS INC IMH 0000905980 PICKUP RICHARD H/ 2532 DUPONT DRIVE IRVINE CA 92612 0 0 1 0 Common Stock 2016-09-20 4 P 0 14714 13.1776 A 427500 I See footnote. Common Stock 2016-09-20 4 P 0 22500 13.2699 A 450000 I See footnote. Common Stock 1860465 I See footnote. Common Stock 100000 D Common Stock 312902 I See footnote. Convertible Promissory Note Due 2020 21.50 2016-01-02 2020-05-09 Common Stock 639535 13750000 I See footnotes This transaction was executed in multiple trades at prices ranging from $13.14 to $13.19; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. The shares of common stock were purchased by Dito Caree LP, over which shares Reporting Person shares voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by Dito Caree LP upon execution of this purchase transaction. This transaction was executed in multiple trades at prices ranging from $13.1995 to $13.50; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. The shares of common stock are held by RHP Trust, dated May 31, 2011 (the "Trust"), over which shares Reporting Person exercises sole voting and investment power. The shares of common stock are held by Dito Devcar LP, over which shares Reporting Person shares voting and investment power. As previously reported on a Form 4 filed by Reporting Person on May 11, 2015, on May 8, 2015, the Trust purchased a Convertible Promissory Note Due 2020 in the original principal amount of $13,750,000 that is convertible by the Trust at any time after January 1, 2016, and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $21.50 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust will receive 639,535 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The Convertible Promissory Note Due 2020 is due and payable, to the extent not converted, on or before May 9, 2020. As of September 23, 2016, Reporting Person may be deemed to beneficially own an aggregate of 3,362,902 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 3,262,902 shares owned indirectly, consisting of (i) 1,860,465 shares owned directly by the Trust, (ii) 639,535 shares that the Trust may acquire at any time after January 1, 2016 upon conversion (at the initial conversion price of $21.50 per share) of the outstanding principal balance of a Convertible Promissory Note Due 2020 owned directly by the Trust, (iii) 312,902 shares owned directly by Dito Devcar LP (over which shares Reporting Person shares voting and investment power), and (iv) 450,000 shares owned directly by Dito Caree LP (over which shares Reporting Person shares voting and investment power). This is a late filing with respect to the transaction reported in Table I dated September 20, 2016; pursuant to the General Instructions of Form 4, a Form 4 relating to such transaction should have been filed within two business days following the date of such transaction. /s/ Richard H. Pickup 2016-09-23