Sec Form 4 Filing - 1347 Investors LLC @ Limbach Holdings, Inc. - 2018-02-21

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
1347 Investors LLC
2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
150 PIERCE ROAD, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2018
(Street)
ITASCA, IL60143
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
Public Warrants (right to buy) $ 11.5 ( 1 ) 02/21/2018 J( 2 ) 26,667 08/19/2016 07/20/2021 Common Stock 13,334 $ 0 122,500 D ( 3 )
Public Warrants (right to buy) $ 11.5 ( 1 ) 06/05/2018 J( 2 ) 122,500 08/19/2016 07/20/2021 Common Stock 61,250 $ 0 0 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
1347 Investors LLC
150 PIERCE ROAD
6TH FLOOR
ITASCA, IL60143
X X See Remarks
SWETS LARRY G JR
150 PIERCE ROAD
6TH FLOOR
ITASCA, IL60143
X X
Signatures
/s/ Elliott M. Smith, Attorney-in-Fact for 1347 Investors LLC 07/13/2018
Signature of Reporting Person Date
/s/ Elliott M. Smith, Attorney-in-Fact for Larry G. Swets, Jr. 07/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Public Warrant is exercisable to purchase one-half of one share of common stock at $11.50 per whole share, subject to adjustment as described under the heading "Description of Securities--Warrants included as part of units" in the Issuer's registration statement on Form S-1 (File No. 333-195695).
( 2 )Represents transfers of Public Warrants pursuant to certain loan and security agreements, dated July 18, 2016, which required 1347 Investors LLC ("1347 Investors") to transfer to the lenders thereunder a number of Public Warrants that 1347 Investors purchased in the open market contemporaneously with the execution of the loan and security agreements on July 18, 2016 for a purchase price of $0.25 per warrant (as reported previously on a Form 4).
( 3 )The securities are held directly by 1347 Investors. Larry G. Swets, Jr. is a manager of 1347 Investors and shares voting and dispositive control over the securities held by 1347 Investors. Accordingly, Larry G. Swets, Jr. may be deemed to share beneficial ownership over the securities held directly by 1347 Investors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein, and this Report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.

Remarks:
1347 Investors may be deemed a director by deputization as a result of Larry G. Swets, Jr., a manager of 1347 Investors, serving on the board of directors of the Issuer.

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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