Sec Form 4 Filing - ASHMORE WILLIAM @ IMPAC MORTGAGE HOLDINGS INC - 2014-06-04

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 ASHMORE WILLIAM 2. Issuer Name and Ticker or Trading Symbol IMPAC MORTGAGE HOLDINGS INC [ IMH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and Director (Last) (First) (Middle) 19500 JAMBOREE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2014 (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 4,153 I 401K Common Stock 2,342 I by PSP Common Stock 06/04/2014 06/04/2014 S 10,400 D $ 5.67 112,567 I by Trust Common Stock 06/05/2014 06/05/2014 S 24,600 D $ 5.58 ( 1 ) 87,967 I by Trust

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 Non_Qualified Stock Option (right to buy) $ 2.73 12/03/2011( 2 ) 12/03/2020 Common Stock 16,000 16,000 D Non_Qualified Stock Option (right to buy) $ 13.81 11/27/2013( 3 ) 11/27/2022 Common Stock 29,250 29,250 D Non_Qualified Stock Option (right to buy) $ 10.65 07/23/2014( 4 ) 07/23/2023 Common Stock 25,000 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASHMORE WILLIAM 19500 JAMBOREE ROAD IRVINE, CA92612 X President and Director Signatures William S. Ashmore 06/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.53 to $5.63. The reporting person undertakes to provide to Impac Mortgage Holdings, Inc., any security holder of Impac, or the staff of the Securities and Exchange Commission, upon receipt, full information regarding the number of shares sold at each seperate price within the ranges set forth in footnote (1) of this Form 4. ( 2 )These options are fully vested. ( 3 )The awards vest equally annually in 1/2 increments beginning on November 27, 2013. ( 4 )These awards vest annually in 1/3 increments beginning on July 23, 2014.

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).

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