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Sec Form 4 Filing - GENDELL JEFFREY L @ IES Holdings Inc. - 2020-10-02

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
GENDELL JEFFREY L ET AL
2. Issuer Name and Ticker or Trading Symbol
IES Holdings, Inc. [ IESC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
1 SOUND SHORE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2020
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.01 per share 10/02/2020 A 100,000 ( 1 ) A $ 0 11,682,579 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Common Stock, par value $0.01 per share 10/05/2020 A 380 ( 7 ) A $ 0 11,682,959 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GENDELL JEFFREY L ET AL
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X X Chief Executive Officer
TONTINE CAPITAL PARTNERS L P
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X
TONTINE CAPITAL MANAGEMENT LLC
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X
TONTINE MANAGEMENT LLC
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X
TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P.
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X
TONTINE ASSET ASSOCIATES, L.L.C.
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X
Tontine Associates, LLC
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X
Tontine Capital Overseas GP, LLC
1 SOUND SHORE DRIVE
GREENWICH, CT06830
X
Signatures
Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
Tontine Capital Overseas Master Fund II, L.P. By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
Tontine Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
Tontine Capital Overseas GP, L.L.C. By: its Managing Member /s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
/s/ Jeffrey L. Gendell 10/06/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Phantom Stock Units ("PSUs") granted pursuant to the IES Holdings, Inc. ("IES") 2006 Equity Incentive Plan as amended and restated through February 2016 ("Equity Incentive Plan") in connection with Mr. Gendell's appointment as Chief Executive Officer, a position he had held in an interim capacity since July 31, 2020. Such PSUs will vest, if at all, on or prior to October 2, 2023, subject to Mr. Gendell meeting certain service requirements and the Common Stock meeting certain trading price requirements.
( 2 )This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA"), Tontine Associates, L.L.C., a Delaware limited liability company ("TA"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; (b) TM; (c) TAA, the general partner of TCP 2; (d) TA; and (e) TCO.
( 3 )TCP directly owns 5,642,723 shares of Common Stock, TCM directly owns 1,910,529 shares of Common Stock, TM directly owns 1,410,162 shares of Common Stock, TCP 2 directly owns 1,708,893 shares of Common Stock, TAA directly owns 96,891 shares of Common Stock, TA directly owns 642,057 shares of Common Stock, TCO directly owns 47,284 shares of Common Stock, Mr. Gendell directly owns 67,273 shares of Common Stock and 109,029 PSUs, and Mr. Gendell's children own 48,118 shares of Common Stock.
( 4 )All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP may be deemed to be beneficially owned by TCM. The foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA.
( 5 )Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TM, TCP 2, TAA, TA and TCO. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP.
( 6 )TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. TA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TA. TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM. TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO.
( 7 )Represents shares of Common Stock granted pursuant to the Equity Incentive Plan upon Mr. Gendell electing to receive Common Stock as director compensation in lieu of cash or PSUs for his retainer. Such grant was pro-rated to reflect Mr. Gendell's appointment as Interim Chief Executive Officer on July 31, 2020, at which point he was no longer eligible to receive director compensation.

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.