Sec Form 4 Filing - Pickup Todd M @ IMPAC MORTGAGE HOLDINGS INC - 2015-08-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Pickup Todd M
2. Issuer Name and Ticker or Trading Symbol
IMPAC MORTGAGE HOLDINGS INC [ IMH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1600 E. COAST HIGHWAY
3. Date of Earliest Transaction (MM/DD/YY)
08/19/2015
(Street)
NEWPORT, CA92660
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/19/2015 P 2,581 A $ 15.6599 82,500 I See footnote. ( 1 )
Common Stock 08/19/2015 P 1,500 A $ 15.66 84,000 I See footnote. ( 1 )
Common Stock 08/19/2015 P 300 A $ 15.659 84,300 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.658 84,400 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.658 84,500 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.657 84,600 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.657 84,700 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.656 84,800 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.65 84,900 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.638 85,000 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.66 85,100 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.66 85,200 I See footnote. ( 1 )
Common Stock 08/19/2015 P 200 A $ 15.66 85,400 I See footnote. ( 1 )
Common Stock 08/19/2015 P 900 A $ 15.69 86,300 I See footnote. ( 1 )
Common Stock 08/19/2015 P 800 A $ 15.689 87,100 I See footnote. ( 1 )
Common Stock 08/19/2015 P 400 A $ 15.688 87,500 I See footnote. ( 1 )
Common Stock 08/19/2015 P 309 A $ 15.69 87,809 I See footnote. ( 1 )
Common Stock 08/19/2015 P 591 A $ 15.69 88,400 I See footnote. ( 1 )
Common Stock 08/19/2015 P 900 A $ 15.69 89,300 I See footnote. ( 1 )
Common Stock 08/19/2015 P 100 A $ 15.689 89,400 I See footnote. ( 1 )
Common Stock 08/19/2015 P 600 A $ 15.688 90,000 I See footnote. ( 1 )
Common Stock 08/20/2015 P 2,500 A $ 15.3 92,500 I See footnote. ( 1 )
Common Stock 08/20/2015 P 900 A $ 15.239 93,400 I See footnote. ( 1 )
Common Stock 08/20/2015 P 1,400 A $ 15.239 94,800 I See footnote. ( 1 )
Common Stock 08/20/2015 P 100 A $ 15.238 94,900 I See footnote. ( 1 )
Common Stock 08/20/2015 P 100 A $ 15.237 95,000 I See footnote. ( 1 )
Common Stock 08/20/2015 P 300 A $ 15.25 95,300 I See footnote. ( 1 )
Common Stock 08/20/2015 P 300 A $ 15.25 95,600 I See footnote. ( 1 )
Common Stock 08/20/2015 P 400 A $ 15.25 96,000 I See footnote. ( 1 )
Common Stock 08/20/2015 P 1,200 A $ 15.25 97,200 I See footnote. ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note Due 2018 $ 10.875 ( 2 ) 04/30/2013( 2 ) 04/30/2018( 2 ) Common Stock 898,851 ( 2 ) $ 9,775,000 ( 2 ) I See footnotes. ( 2 ) ( 4 ) ( 5 )
Convertible Promissory Note Due 2020 $ 21.5 ( 3 ) 01/02/2016( 3 ) 05/09/2020( 3 ) Common Stock 465,117 ( 3 ) $ 10,000,000 ( 3 ) I See footnotes. ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pickup Todd M
1600 E. COAST HIGHWAY
NEWPORT, CA92660
X
Signatures
/s/ TODD M. PICKUP 08/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock were purchased directly by Pickup Living Trust, over which shares Reporting Person exercises sole voting and investment power.
( 2 )As previously reported on a Form 3 filed by the Trust on May 8, 2013, on April 30, 2013, the Trust purchased a Convertible Promissory Note Due 2018 in the original principal amount of $9,775,000 that is convertible by the Trust immediately upon receipt and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $10.875 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust will receive 898,851 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The Convertible Promissory Note Due 2018 is due and payable, to the extent not converted, on or before April 30, 2018. Reporting Person exercises sole voting and investment power over these securities.
( 3 )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 $10,0 00,000 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 465,117 shares of common stock (subject to adjustment in the event of stock splits, stock dividends and reclassifications). The Convertible Promissory Note Due 2020 note is due and payable, to the extent not converted, on or before May 9, 2020.
( 4 )As of August 20, 2015, Reporting Person may be deemed to beneficially own an aggregate of 2,218,968 shares of the common stock, consisting of (a) 75,000 shares owned directly, and (b) an aggregate of 2,143,968 shares owned indirectly, consisting of (i) 898,851 shares that the Trust may acquire at any time upon conversion (at the initial conversion price of $10.875 per share) of the outstanding principal balance of a Convertible Promissory Note Due 2018 owned directly by the Trust, (ii) 465,117 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) 275,000 shares owned directly by Pickup Grandchildren's Trust (over which shares Reporting Person exercises sole voting and investment power), (Continued in footnote 5)
( 5 )(iv) 100,000 shares owned directly by Pickup Living Trust (over which shares Reporting Person exercises sole voting and investment power), (v) 300,000 shares owned directly by the Trust (over which shares Reporting Person exercises sole voting and investment power), (vi) 100,000 shares owned directly by Plus Four Equity Partners, L.P. (over which shares Reporting Person shares voting and investment power), and (vii) 5,000 shares owned directly by Vintage Trust, dated October 28, 1993 (over which shares Reporting Person shares voting and investment power).

Remarks:
This is a late filing with respect to the transactions reported in Table I dated August 19, 2015; pursuant to the General Instructions of Form 4, a Form 4 relating to each such transaction should have been filed within two business days following the date of such transaction.This Form 4 is being filed in two parts; this is the first of two parts.

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