0000899243-21-040373.txt : 20211015 0000899243-21-040373.hdr.sgml : 20211015 20211015170022 ACCESSION NUMBER: 0000899243-21-040373 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211013 FILED AS OF DATE: 20211015 DATE AS OF CHANGE: 20211015 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: 211326563 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 2021-10-13 0 0001000298 IMPAC MORTGAGE HOLDINGS INC IMH 0000905980 PICKUP RICHARD H. 2532 DUPONT DRIVE IRVINE CA 92612 0 0 1 0 Common Stock 2021-10-13 4 P 0 700000 1.28 A 4300000 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 2020-11-09 Common Stock 639535 13750000 I See Footnotes Non-Qualified Stock Option 3.75 2020-02-26 2029-02-26 Common Stock 30000 30000 D Non-Qualified Stock Option 5.34 2021-02-12 2030-02-12 Common Stock 30000 30000 D Warrant 2.97 2020-10-15 2025-04-15 Common Stock 116956.95 116956.95 I See Footnotes The shares of common stock were purchased 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, as amended on April 15, 2020, is due and payable, to the extent not converted, on or before November 9, 2020. The awards vest annually in equal one-third increments, with the first such increment vesting February 26, 2020. As of October 13, 2021, Reporting Person may be deemed to beneficially own an aggregate of 7,636,491.95 shares of the common stock, consisting of (a) 180,000 shares owned directly (which amount includes 60,000 Non-Qualified Stock Options), and (b) an aggregate of 7,456,491.95 shares owned indirectly, consisting of (i) 4,300,000 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) 116,956.95 shares that the Trust may acquire at any time after October 15, 2020 upon exercise (at an exercise price of $2.97 per share) of a Warrant to Purchase Common Stock owned directly by the Trust, (Continued from Footnote 6) (iv) 1,000,000 shares owned directly by Dito Devcar Limited Partnership (over which shares Reporting Person exercises sole voting and investment power), and (v) 1,400,000 shares owned directly by Dito Caree Limited Partnership (over which shares Reporting Person exercises sole voting and investment power). The awards vest annually in equal one-third increments, with the first such increment vesting February 12, 2021. /s/ Richard H. Pickup 2021-10-15