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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Limbach Holdings, Inc. [ LMB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/31/2020 | M | 2,000 | A | $0 | 43,530 | D | |||
Common Stock | 01/01/2021 | M | 3,333 | A | $0 | 46,863 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (1) | 12/31/2020 | M | 2,000 | (2) | (2) | Common Stock | 2,000 | $0 | 20,000 | D | ||||
Restricted Stock Units | (1) | 01/01/2021 | M | 3,333 | (3) | (3) | Common Stock | 3,333 | $0 | 16,667 | D | ||||
Restricted Stock Units | (1) | 01/01/2021 | A | 10,000 | (4) | (4) | Common Stock | 10,000 | $0 | 26,667 | D |
Explanation of Responses: |
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Limbach Holdings, Inc. common stock, exempt under Rule 16b-3. |
2. As reported in the original filing of this Form 4 on October 1, 2019, this award of RSUs was granted on October 1, 2019. 42,215 shares of common stock subject to this award were subject to service-based vesting conditions and vested on October 1, 2020. 6,000 shares of common stock subject to this award are subject to service-based vesting conditions and vest in equal annual installments on each of December 31, 2020, 2021 and 2022, subject to continued service through such vesting date. The remaining 6,000 shares of common stock subject to this award shall vest upon the Company's achievement of certain performance milestones, subject to Participant's continuous service with the Company or a subsidiary or affiliate of the Company, as applicable, as an employee through the certification by the Compensation Committee of the achievement of such performance milestones, if applicable. |
3. 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 employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSUs will be reported on a Form 4 within two business days of the date of such determination. |
4. This award of RSUs was granted on 1/1/2021. 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 employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSU's will be reported on a Form 4 within two business days of the date of such determination. |
Remarks: |
/s/ Jeremiah G. Garvey, Attorney-in-Fact for Jayme L. Brooks | 01/04/2021 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |