Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
PICKUP RICHARD H.
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)
2532 DUPONT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/12/2021
(Street)
IRVINE, CA92612
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 04/12/2021 P 25,000 A $ 1.9432 3,425,000 I See footnote ( 1 )
Common Stock 04/13/2021 P 31,512 A $ 1.9403 ( 2 ) 3,456,512 I See footnote ( 1 )
Common Stock 04/14/2021 P 12,970 A $ 1.95 3,469,482 I See footnote ( 1 )
Common Stock 04/15/2021 P 111,226 A $ 1.9474 ( 3 ) 3,580,708 I See footnote ( 1 )
Common Stock 04/16/2021 P 19,292 A $ 1.9749 ( 4 ) 3,600,000 I See footnote ( 1 )
Common Stock 1,000,000 I See footnote ( 5 )
Common Stock 120,000 D
Common Stock 1,400,000 I See footnote ( 6 )
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 2020 $ 21.5 ( 7 ) 01/02/2016( 7 ) 11/09/2020( 7 ) Common Stock 639,535 ( 7 ) 13,750,000 ( 7 ) I See Footnotes ( 7 ) ( 9 ) ( 10 )
Non-Qualified Stock Option $ 3.75 02/26/2020( 8 ) 02/26/2029 Common Stock 30,000 30,000 D
Non-Qualified Stock Option $ 5.34 02/12/2021( 11 ) 02/12/2030 Common Stock 30,000 30,000 D
Warrant $ 2.97 10/15/2020 04/15/2025 Common Stock 116,956.95 116,956.95 I See Footnotes ( 9 ) ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PICKUP RICHARD H.
2532 DUPONT DRIVE
IRVINE, CA92612
X
Signatures
/s/ Richard H. Pickup 04/16/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )This transaction was executed in multiple trades at prices ranging from $1.94 to $1.9415; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
( 3 )This transaction was executed in multiple trades at prices ranging from $1.9351 to $1.9493; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
( 4 )This transaction was executed in multiple trades at prices ranging from $1.9674 to $1.9885; the price reported above reflects the weighted average purchase price. Reporting Person hereby undertakes to provide full information regarding the number of shares and prices at which these trades were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.
( 5 )The shares of common stock are held by Dito Devcar Limited Partnership, over which shares Reporting Person exercises sole voting and investment power.
( 6 )The shares of common stock are held by Dito Caree Limited Partnership, over which shares Reporting Person exercises sole voting and investment power.
( 7 )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.
( 8 )The awards vest annually in equal one-third increments, with the first such increment vesting February 26, 2020.
( 9 )As of April 16, 2021, Reporting Person may be deemed to beneficially own an aggregate of 6,936,491.95 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 6,776,491.95 shares owned indirectly, consisting of (i) 3,600,000 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,
( 10 )(Continued from Footnote 11) (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).
( 11 )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 transactions reported in Table I dated March April 12, 2021 and April 13, 2021; pursuant to the General Instructions of Form 4, a Form 4 relating to such transactions should have been filed within two business days following the date of each such transaction.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.