Richard H. Pickup - 15 Nov 2022 Form 4 Insider Report for IMPAC MORTGAGE HOLDINGS INC (IMPM)

Role
10%+ Owner
Signature
/s/ Richard H. Pickup
Issuer symbol
IMPM
Transactions as of
15 Nov 2022
Net transactions value
-$316,812
Form type
4
Filing time
18 Nov 2022, 16:00:39 UTC
Previous filing
29 Nov 2021
Next filing
06 Feb 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IMPM Common Stock Sale $316,812 -925,000 -26% $0.3425 2,700,000 15 Nov 2022 See footnote F1
holding IMPM Common Stock 1,000,000 15 Nov 2022 See footnote F2
holding IMPM Common Stock 120,000 15 Nov 2022 Direct
holding IMPM Common Stock 1,400,000 15 Nov 2022 See footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding IMPM Convertible Promissory Note Due 2020 13,750,000 15 Nov 2022 Common Stock 639,535 $21.50 See Footnotes F4, F6, F7
holding IMPM Non-Qualified Stock Option 30,000 15 Nov 2022 Common Stock 30,000 $3.75 Direct F5
holding IMPM Non-Qualified Stock Option 30,000 15 Nov 2022 Common Stock 30,000 $5.34 Direct F8
holding IMPM Warrant 116,957 15 Nov 2022 Common Stock 116,957 $2.97 See Footnotes F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 15, 2022, Reporting Person may be deemed to beneficially own an aggregate of 6,036,491.95 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 5,856,491.95 shares owned indirectly, consisting of (i) 2,700,000 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.

Remarks:

This is a late filing with respect to the transaction reported in Table I dated November 15, 2022; 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.