Edgar Filing: IMPAC MORTGAGE HOLDINGS INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PICKUP RICHARD H/

2. Issuer Name and Ticker or Trading Symbol
IMPAC MORTGAGE HOLDINGS INC [IMH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2532 DUPONT DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2014

(Street)

IRVINE, CA 92612

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2014		P		741	A	$ 5.5446	1,105,381 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/12/2014		P		2,625	A	$ 5.52	1,108,006 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/13/2014		P		1,994	A	$ 5.54	1,110,000 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/13/2014		P		2,500	A	$ 5.5496	1,112,500 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/13/2014		P		2,500	A	$ 5.4983	1,115,000 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/13/2014		P		2,500	A	$ 5.4999	1,117,500 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/13/2014		P		166	A	$ 5.49	1,117,666 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/14/2014		P		2,177	A	$ 5.5	1,119,843 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/14/2014		P		157	A	$ 5.54	1,120,000 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/17/2014		P		2,500	A	$ 5.55	1,122,500 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/17/2014		P		2,500	A	$ 5.4992	1,125,000 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/17/2014		P		788	A	$ 5.5376	1,125,788 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/17/2014		P		1,900	A	$ 5.5	1,127,688 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/18/2014		P		3,000	A	$ 5.5	1,130,688 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/18/2014		P		400	A	$ 5.55	1,131,088 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/19/2014		P		13,000	A	$ 5.55	1,144,088 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/19/2014		P		3,000	A	$ 5.53	1,147,088 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock	11/20/2014		P		2,912	A	$ 5.55	1,150,000 ⁽¹⁾	I	See footnote. ⁽¹⁾
Common Stock								100,000	D
Common Stock								197,902 ⁽²⁾	I	See footnote. ⁽²⁾
Common Stock								120,000 ⁽³⁾	I	See footnote. ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Promissory Note Due 2018

$ 10.875

04/30/2013⁽⁴⁾

04/30/2018

Common Stock

524,138 ⁽⁴⁾

5,700,000 ⁽⁴⁾ ⁽⁵⁾

See footnotes. ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PICKUP RICHARD H/ 2532 DUPONT DRIVE IRVINE, CA 92612		X

Signatures

/s/ Richard H. Pickup		11/20/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares of common stock were purchased by RHP Trust, dated May 31, 2011 (the "Trust"), of which Reporting Person is the sole beneficiary, over which shares Reporting Person exercises sole voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by the Trust upon execution of this purchase transaction.
(2)	The shares of common stock are held by Dito Devcar LP, over which Reporting Person shares voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by Dito Devcar LP as of November 20, 2014.
(3)	The shares of common stock are held by Dito Caree LP, over which Reporting Person shares voting and investment power, and the number of shares reflected in column 5 represents the aggregate number of shares of common stock owned directly by Dito Caree LP as of November 20, 2014.
(4)	As previously reported on a Form 4 filed by Reporting Person on May 2, 2013, on April 30, 2013, the Trust purchased a convertible promissory note in the original principal amount of $5,700,000 that is convertible by the Trust immediately upon receipt and, upon conversion of the original principal amount prior to maturity at the initial conversion price of $10.875 per share (subject to adjustment in the event of stock splits, stock dividends and reclassifications), the Trust will receive 524,138 shares of common stock (subject to adjustment in the event of stocks splits, stock dividends and reclassifications). The convertible promissory note is due and payable, to the extent not converted, on or before April 30, 2018.
(5)	The derivative securities were purchased by the Trust, of which Reporting Person is the sole beneficiary, over which securities Reporting Person exercises sole voting and investment power, and the number of derivative securities reflected in column 9 represents the original principal balance of the convertible promissory note acquired by the Trust.
(6)	As of November 20, 2014, Reporting Person may be deemed to beneficially own an aggregate of 2,092,040 shares of the common stock, consisting of (a) 100,000 shares owned directly, and (b) an aggregate of 1,992,040 shares owned indirectly consisting of (i) 1,150,000 shares owned directly by the Trust, (ii) 524,138 shares that the Trust may acquire at any time upon conversion (at the initial conversion price of $10.875 per share) of the outstanding principal balance of a convertible promissory note owned by the Trust, (iii) 197,902 shares owned directly owned by Dito Devcar LP (over which shares Reporting Person shares voting and investment power), and (iv) 120,000 shares owned directly by Dito Caree LP (over which shares Reporting Person shares voting and investment power).
Remarks: This is a late filing with respect to the transactions reported in Table I dated November 12, 13, 14, and 17, 2014; pursuant to the General Instructions of Form 4, a Form 4 relating to each such transaction should have been filed within two business days following the date of such transaction.

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