0000899243-19-005269.txt : 20190228 0000899243-19-005269.hdr.sgml : 20190228 20190228171338 ACCESSION NUMBER: 0000899243-19-005269 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190226 FILED AS OF DATE: 20190228 DATE AS OF CHANGE: 20190228 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: 19644778 MAIL ADDRESS: STREET 1: 1400 NEWPORT CENTER DRIVE STREET 2: SUITE 230 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER NAME: FORMER CONFORMED NAME: PICKUP RICHARD H/ DATE OF NAME CHANGE: 19970423 FORMER NAME: FORMER CONFORMED NAME: PICKUP RICHARD H/DITO DEVCAR INC DATE OF NAME CHANGE: 19930524 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-02-26 0 0001000298 IMPAC MORTGAGE HOLDINGS INC IMH 0000905980 PICKUP RICHARD H. 2532 DUPONT DRIVE IRVINE CA 92612 0 0 1 0 Common Stock 2510465 I See footnote. Common Stock 1000000 I See footnote. Common Stock 120000 D Common Stock 1400000 I See footnote. Convertible Promissory Note Due 2020 21.50 2016-01-02 2020-05-09 Common Stock 639535 13750000 I See Footnotes Non-Qualified Stock Option 3.75 2019-02-26 4 A 0 30000 0.00 A 2020-02-26 2029-02-26 Common Stock 30000 13780000 D 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 Limited Partnership, over which shares Reporting Person exercises sole voting and investment power. The shares of common stock are held by Dito Caree Limited Partnership, over which shares Reporting Person exercises sole 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. The awards vest annually in equal one-third increments, with the first such increment vesting February 26. 2020. As of February 26, 2019, Reporting Person may be deemed to beneficially own an aggregate of 5,700,000 shares of the common stock, consisting of (a) 150,000 shares owned directly (which amount includes 30,000 Non-Qualified Stock Options), and (b) an aggregate of 5,550,000 shares owned indirectly, consisting of (i) 2,510,465 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), (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) 1,000,000 shares owned directly by Dito Devcar Limited Partnership (over which shares Reporting Person exercises sole voting and investment power), and (Continued from Footnote 6) (iv) 1,400,000 shares owned directly by Dito Caree Limited Partnership (over which shares Reporting Person exercises sole voting and investment power). /s/ Richard H. Pickup 2019-02-28