Sec Form 3 Filing - Singerman Seth @ IMH Financial Corp - 2014-07-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Singerman Seth
2. Issuer Name and Ticker or Trading Symbol
IMH Financial Corp [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
980 N. MICHIGAN AVENUE, SUITE 1660,
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2014
(Street)
CHICAGO, IL60611
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
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
Series B-2 Cumulative Convertible Preferred Stock ( 1 ) ( 2 ) ( 1 ) ( 1 )( 2 ) Common Stock 5,595,148 I By SRE Monarch, LLC ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singerman Seth
980 N. MICHIGAN AVENUE, SUITE 1660
CHICAGO, IL60611
X X
SRE Monarch, LLC
980 N. MICHIGAN AVENUE, SUITE 1660
CHICAGO, IL60611
X
Singerman Real Estate Opportunity Fund I, L.P.
980 N. MICHIGAN AVENUE
SUITE 1660
CHICAGO, IL60611
X
SRE Monarch Investor, LLC
980 N. MICHIGAN AVENUE, SUITE 1660
CHICAGO, IL60611
X
Singerman Real Estate Opportunity Fund I GP, LLC
980 N. MICHIGAN AVENUE, SUITE 1660
CHICAGO, IL60611
X
Singerman Real Estate Management Company, L.P.
980 N. MICHIGAN AVENUE, SUITE 1660
CHICAGO, IL60611
X
Singerman Real Estate, LLC
980 N. MICHIGAN AVENUE, SUITE 1660
CHICAGO, IL60611
X
Signatures
/s/ Seth Singerman 08/04/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series B-2 Cumulative Convertible Preferred Stock ("Series B-2 Preferred Stock") is convertible at any time into the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of Series B-2 Preferred Stock is convertible, at the election of the holder, into a number of shares of Common Stock determined by dividing (i) the sum of (a) $3.2171 (the "Original Price") and (b) all accrued and unpaid dividends on such Series B-2 Preferred Stock by (ii) the then effective conversion price. Initially, each share of Series B-2 Preferred Stock is convertible into one share of Common Stock. The conversion price, and number of shares issuable upon conversion of Series B-2 Preferred Stock, are subject to adjustment as provided in the Certificate of Designation of Series B-1 Cumulative Convertible Preferred Stock and Series B-2 Cumulative Convertible Preferred Stock of the Issuer.
( 2 )Series B-2 Preferred Stock will automatically be converted into shares of Common Stock at the then effective conversion price upon the closing of a sale of shares of Common Stock at a price equal to or greater than two and a quarter times (2.25x) the Original Price (subject to adjustment in accordance with the Certificate of Designation), in a firm commitment underwritten public offering and listing of the Common Stock on a national securities exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75,000,000 of gross proceeds to the Issuer.
( 3 )This Form 3 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). The securities reported herein are directly owned by SRE Monarch, LLC ("SRE Monarch"). SRE Monarch Investor, LLC directly owns, and Singerman Real Estate Opportunity Fund I, L.P. ("SRE Fund I") indirectly owns, a majority of the equity of SRE Monarch. Singerman Real Estate Management Company, L.P. ("SRE Management") is the investment manager of SRE Monarch and SRE Fund I. Seth Singerman is the sole member and manager of Singerman Real Estate, LLC and Singerman Real Estate Fund I GP, LLC, which serve as the general partners of SRE Management and SRE Fund I, respectively.
( 4 )In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by SRE Monarch is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

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