Page 5 of 7 – SEC Filing
This Amendment No. 5 to Schedule 13D (this “Amendment
No. 5”) amends, where indicated, the statement on Schedule 13D relating to the common stock, $0.0001 par value per share
(the “Common Stock”) of Limbach Holdings, Inc., a Delaware corporation (the “Issuer”), filed by 1347 Investors
LLC (“1347 Investors”), Larry G. Swets, Jr. and D. Kyle Cerminara and (together, the “Reporting Persons”)
with the U.S. Securities and Exchange Commission on July 31, 2014 (the “Initial Schedule”), as amended by the Amendment
No. 1 to Schedule 13D filed on February 25, 2015 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed on August
5, 2016 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed on July 25, 2017 (“Amendment No. 3”)
and Amendment No. 4 to Schedule 13D filed on December 13, 2017 (“Amendment No. 4” and, together with the Initial Schedule,
Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”).
This Amendment No. 5 is being made to reflect changes in beneficial
ownership as a result of the transaction described in Item 4 below. Except as otherwise set forth herein, this Amendment No. 5
does not modify any of the information previously reported by the Reporting Persons on the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The information set forth in Item 4 hereof is hereby incorporated
by reference into this Item 3, as applicable.
| Item 4. | Purpose of the Transaction. |
On July 14, 2017, the Issuer entered into a preferred stock
repurchase agreement (the “Preferred Stock Repurchase Agreement”) with 1347 Investors pursuant to which (a) the Issuer
purchased from 1347 Investors a total of 120,000 shares of the Issuer’s Class A Preferred Stock, par value $0.0001 per share
(the “Preferred Stock”), for an aggregate sum of approximately $4,092,153 in cash, (b) for a period of six months after
such repurchase, the Issuer had the right to repurchase from 1347 Investors in one or more transactions all or a portion of the
remaining 280,000 shares of Preferred Stock owned by 1347 Investors for a purchase price equal to 130% of the liquidation value
per share plus 130% of any and all accrued but unpaid dividends thereon as of the date of closing of the purchase of such shares
and (c) 1347 Investors would not, with respect to the 509,500 shares of common stock held in escrow pursuant to its lock-up arrangement
that expired on July 20, 2017, sell or otherwise transfer such shares of common stock during the period from such expiration and
ending on October 20, 2017.
On January 12, 2018, the Issuer exercised its right, pursuant
to the Preferred Stock Repurchase Agreement, to purchase the remaining 280,000 shares of Preferred Stock owned by 1347 Investors
for $9,100,000 in cash and paid 1347 Investors $874,548.29 in accrued and unpaid dividends upon closing.
The foregoing description of the Preferred Stock Repurchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which was included
as Exhibit 1 to Amendment No. 3 and is incorporated by reference herein.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
(a) and (b) The information contained on the cover pages to
this Amendment No. 5 is incorporated herein by reference.
