Sec Form 4 Filing - 1347 Investors LLC @ Limbach Holdings, Inc. - 2019-05-23

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)
105 S. MAPLE,
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2019
(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
Common Stock, $0.0001 par value 05/23/2019 S 71,030 D $ 10.0245 ( 1 ) 1,726,700 D ( 4 ) ( 5 ) ( 6 )
Common Stock, $0.0001 par value 05/24/2019 S 34,146 D $ 10.1056 ( 2 ) 1,692,554 D ( 4 ) ( 5 ) ( 6 )
Common Stock, $0.0001 par value 05/28/2019 S 194,440 D $ 10.0961 ( 3 ) 1,498,114 D ( 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 Indir ect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
$11.50 Exercise Price Warrants $ 11.5 ( 7 ) 08/19/2016 07/20/2021 Common Stock 99,000 198,000 D ( 4 ) ( 5 ) ( 6 )
$15 Exercise Price Sponsor Warrant $ 15 ( 8 ) 08/19/2016 07/20/2023 Common Stock 500,000 500,000 D ( 4 ) ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
1347 Investors LLC
105 S. MAPLE
ITASCA, IL60143
X X See Remarks
SWETS LARRY G JR
105 S. MAPLE
ITASCA, IL60143
X X
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL INVESTORS, LLC
4201 CONGRESS STREET, SUITE 140
CHARLOTTE, NC28209
X X
Signatures
1347 INVESTORS LLC /s/ Larry G. Swets, Jr., Manager 05/28/2019
Signature of Reporting Person Date
/s/ Larry G. Swets, Jr. 05/28/2019
Signature of Reporting Person Date
/s/ D. Kyle Cerminara 05/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.0050 and $10.0597 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 2 )The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 and $10.25 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 3 )The price reported represents a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 and $10.30 per share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
( 4 )The securities are held directly by 1347 Investors LLC ("1347 Investors"). Larry G. Swets, Jr. and D. Kyle Cerminara are each a manager of 1347 Investors and share voting and dispositive control over the securities held by 1347 Investors. Accordingly, Messrs. Swets and Cerminara 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.
( 5 )Messrs. Swets and Cerminara each serve on the Board of Directors of the Issuer. Mr. Swets holds 13,198 shares of common stock of the Issuer, and Messrs. Swets and Cerminara hold 6,402 and 3,200 restricted stock units, respectively, granted by the Issuer. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock upon vesting.
( 6 )In addition, CWA Asset Management Group, LLC, of which 50% is owned by Fundamental Global Investors, LLC, holds 7,580 shares of common stock for the accounts of individual investors. CWA, in its role as investment advisor for customer accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Mr. Cerminara, as manager of CWA, may each be deemed to beneficially own the number of shares held in CWA's customer accounts. Each of Fundamental Global Investors, LLC and Mr. Cerminara expressly disclaims such beneficial ownership.
( 7 )Each $11.50 Exercise Price Warrant is exercisable to purchase one-half of one share of common stock at an exercise price of $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).
( 8 )Each $15 Exercise Price Sponsor Warrant is exercisable to purchase one share of common stock at an exercise price of $15.00 per share, subject to adjustment as described under the heading "Description of Securities--$15 Exercise Price Sponsor Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-195695).

Remarks:
1347 Investors may be deemed a director by deputization as a result of Messrs. Swets and Cerminara, both managers 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).
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