Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-046226
Date:2021-11-24
Issuer: IMPAC MORTGAGE HOLDINGS INC (IMH)
Original Submission Date:

Reporting Person:

PICKUP RICHARD H.
2532 DUPONT DRIVE
IRVINE, CA 92612

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-11-24 S 675,000 d $1.30 3,625,000 indirect f1
COMMON STOCK 2021-11-24 0 $0.00 1,000,000 indirect f2
COMMON STOCK 2021-11-24 0 $0.00 120,000 direct
COMMON STOCK 2021-11-24 0 $0.00 1,400,000 indirect f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CONVERTIBLE PROMISSORY NOTE DUE 2020 21.5 deemed execution date 0 ( ) 2016-01-02 2020-11-09 common stock 639,535 $21.50 13,750,000 indirect see footnotes
NON-QUALIFIED STOCK OPTION 3.75 deemed execution date 0 ( ) 2020-02-26 2029-02-26 common stock 30,000 $3.75 30,000 direct
NON-QUALIFIED STOCK OPTION 5.34 deemed execution date 0 ( ) 2021-02-12 2030-02-12 common stock 30,000 $5.34 30,000 direct
WARRANT 2.97 deemed execution date 0 ( ) 2020-10-15 2025-04-15 common stock 116,957 $2.97 116,957 indirect see footnotes
Footnotes
IDfootnote
f1 the shares of common stock were sold by rhp trust, dated may 31, 2011 (the "trust"), over which shares reporting person exercises sole voting and investment power.
f2 the shares of common stock are held by dito devcar limited partnership, over which shares reporting person exercises sole voting and investment power.
f3 the shares of common stock are held by dito caree limited partnership, over which shares reporting person exercises sole voting and investment power.
f4 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.
f5 the awards vest annually in equal one-third increments, with the first such increment vesting february 26, 2020.
f6 as of november 24, 2021, reporting person may be deemed to beneficially own an aggregate of 6,961,491.95 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 6,781,491.95 shares owned indirectly, consisting of (i) 3,625,000 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,
f7 (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).
f8 the awards vest annually in equal one-third increments, with the first such increment vesting february 12, 2021.
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