Gordon G Pratt Form 4 Limbach / GORDON G PRATT ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PRATT GORDON G

(Last) (First) (Middle)

C/O 1347 CAPITAL CORP.

150 PIERCE ROAD, 6TH FLOOR

(Street)

ITASCA IL 60143

(City) (State) (Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2023

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2023		M		1,067	A	$0	23,866	D
Common Stock	01/01/2023		M		1,067	A	$0	24,933	D
Common Stock	01/01/2023		M		8,876	A	$0	33,809	D
Common Stock								98,757	I	See Footnote(1)
Common Stock								198,280	I	See Footnote(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 (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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(3)	01/01/2023		M			1,067	(4)	(4)	Common Stock	1,067	$0	11,010	D
Restricted Stock Units	(3)	01/01/2023		M			1,067	(5)	(5)	Common Stock	1,067	$0	9,943	D
Restricted Stock Units	(3)	01/01/2023		M			8,876	(6)	(6)	Common Stock	8,876	$0	1,067	D
Restricted Stock Units	(3)	01/04/2023		A		6,906		(7)	(7)	Common Stock	6,906	$0	7,973	D

Explanation of Responses:

1. Represents securities held by FEA Pratt Family holdings LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

2. Represents securities held by Fund Management Group LLC, of which the reporting person is the managing member and controlling equity holder. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Limbach Holdings, Inc. (the "Company") common stock, exempt under Rule 16b-3.

4. This award of RSUs was granted on 01/01/2020. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2021, January 1, 2022 and January 1, 2023, subject to continued service through the applicable vesting date.

5. This award of RSUs was granted on 01/01/2021. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2022, January 1, 2023 and January 1, 2024, subject to continued service through the applicable vesting date.

6. This award of RSUs was granted on 01/01/2022. The RSUs are scheduled to cliff vest on January 1, 2023.

7. This award of RSUs was granted on 01/04/2023. The RSUs are scheduled to cliff vest on January 1, 2024.

Remarks:

	/s/ Jeremiah G. Garvey, Attorney-in-Fact for Gordon G. Pratt	01/04/2023
	** Signature of Reporting Person	Date
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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