Sec Form 4 Filing - Gellman David S @ Limbach Holdings, Inc. - 2016-07-20

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 Gellman David S 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) _____ Other (specify below) (Last) (First) (Middle) C/O FDG ASSOCIATES, 499 PARK AVENUE, 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2016 (Street) NEW YORK, NY10022 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 07/20/2016 A( 1 ) 1,743,810 A 1,743,810 I Held by FdG HVAC LLC ( 2 )

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 Warrant to Purchase Common Stock $ 12.5 07/20/2016 A( 1 ) 529,101 08/19/2016 08/19/2023 Common Stock 529,101 ( 1 ) 529,101 I Held by FdG HVAC LLC ( 2 ) Warrant to Purchase Common Stock $ 11.5 07/20/2016 A( 1 ) 793,651 08/19/2016 08/19/2023 Common Stock 793,651 ( 1 ) 793,651 I Held by FdG HVAC LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gellman David S C/O FDG ASSOCIATES 499 PARK AVENUE, 26TH FLOOR NEW YORK, NY10022 X X Signatures David S. Gellman 07/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of an Agreement and Plan of Merger dated March 23, 2016 between 1347 Capital Corp. n/k/a Limbach Holdings, Inc. (the "Company") and Limbach Holdings, LLC ("Oldco"), FdG HVAC LLC received cash, 1,743,810 shares of common stock of the Company, 529,101 warrants to purchase shares of common stock at an exercise price of $12.50, and 793,651 warrants to purchase shares of common stock at an exercise price of $11.50 in exchange for 7,999,999 Class A-1 Units of membership interest of Oldco. The closing price of the Company's common stock on the day of the transaction was $7.51. ( 2 )The securities are held directly by FdG HVAC LLC. The managing member of FdG HVAC LLC is FdG Capital Partners, LLC. Mr. Gellman is the sole member of the investment committee of the managing member of FdG Capital Partners, LLC. Mr. Gellman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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