Filing Details

NAME OF REPORTING PERSONS

Brian Pratt

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o (b) þ

SEC USE ONLY

SOURCE OF FUNDS

PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,537,800 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,537,800 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,537,800 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.00% (2)

TYPE OF REPORTING PERSON

IN

NAME OF REPORTING PERSONS

Barbara Pratt

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o (b) þ

SEC USE ONLY

SOURCE OF FUNDS

PF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,537,800 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,537,800 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,537,800 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.00% (2)

TYPE OF REPORTING PERSON

IN

Item 1.

Security and Issuer.

This Schedule 13D filed on March 31, 2020relates to shares of common stock, par value $0.0001 per share (“Common Stock”), of Limbach Holdings, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 1251 Waterfront Place, Ste. 201 Pittsburgh, Pennsylvania, 15222.

Item 2.

Identity and Background.

(a)-(c) and (f).

This Schedule 13D is filed by:

(1) Brian Pratt with respect to the Common Stock jointly owned as community property by him and his spouse, Barbara Pratt, over which he and Mrs. Pratt share voting and dispositive power. The principal business address of Brian Pratt is 5950 Berkshire Ln, Dallas, Ste. 800, Texas 75225. The principal occupation of Brian Pratt is a private investor. Brian Pratt is a U.S. citizen; and

(2) Barbara Pratt with respect to the Common Stock jointly owned as community property by her and her spouse, Brian Pratt, over which she and Mr. Pratt share voting and dispositive power. The principal business address of Barbara Pratt is 5950 Berkshire Ln, Dallas, Ste. 800, Texas 75225. The principal occupation of Barbara Pratt is as a private investor. Barbara Pratt is a U.S. citizen.

Each of the foregoing is a “Reporting Person” and collectively are the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described and defined in Item 6 below. Accordingly, the Reporting Persons are hereby jointly filing this Schedule 13D.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

From February 19, 2020 to March 31, 2020, the Reporting Persons acquired 1,537,800 shares of Common Stock in multiple open market purchases at various prices, such transactions more particularly described on Annex A hereto. The Reporting Persons purchased these shares of Common Stock using their own personal funds, for an aggregate purchase price of approximately $5,855,650.56, including brokerage commissions.

Item 4.

Purpose of Transaction.

The securities covered by this Schedule 13D were acquired for investment purposes.

Except as set forth in this Item 4, none of the Reporting Persons have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”); however, as part of their ongoing evaluation of their investment in the securities covered by this Schedule 13D and investment alternatives, the Reporting Persons may consider such matters in the future, and subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with management or the board of directors of the Company, other holders of securities of the Company or other third parties regarding such matters. The Reporting Persons retain the right to change their investment intent, and may, from time to time, acquire additional shares of Common Stock or other securities of the Company, or sell or otherwise dispose of (or enter into plan or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Company, if any, beneficially owned by them, in any manner permitted by law.

Item 5.

Interest in Securities of the Issuer.

(a) As of March 31, 2020, the Reporting Persons have the following beneficial ownership in the Company’s Common Stock:

(1) Brian Pratt is the beneficial owner of 1,537,800 shares of Common Stock (held as community property with his spouse, Barbara Pratt), which represents approximately 20.00% of the outstanding shares of Common Stock of the Company (based on 7,688,958 shares of Common Stock outstanding as of November 13, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019).

(2) Barbara Pratt is the beneficial owner of 1,537,800 shares of Common Stock (held as community property with her spouse, Brian Pratt), which represents approximately 20.00% of the outstanding shares of Common Stock of the Company (based on 7,688,958 shares of Common Stock outstanding as of November 13, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019).

(b)

Shared Voting
Power 

Sole Voting
Power 

Shared
Dispositive
Power 

Sole
Dispositive
Power 

Brian Pratt

Barbara Pratt

(c) Annex A hereof sets forth the transactions by the Reporting Persons in securities of the Company during the 60 days preceding the date hereof.

(d) None.

(e) None.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On March 23, 2020, the Reporting Persons entered into a joint filing agreement (the “Initial Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on the Schedule 13G with respect to the securities of the Company that are the subject of this Schedule 13D, to the extent required by applicable law. The Initial Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

On March 31, 2020, the Reporting Persons entered into a joint filing agreement (the “Second Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on this Schedule 13D with respect to the securities of the Company to the extent required by applicable law. The Second Joint Filing Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit

Description

1

Joint Filing Agreement, dated as of March 23, 2020 by and between the Reporting Persons (incorporated herein by reference to Exhibit A to the Reporting Persons’ Schedule 13G, filed with the Securities and Exchange Commission on March 24, 2020).

Dated: March 31, 2020

/s/ Brian Pratt

Brian Pratt

/s/ Barbara Pratt

Barbara Pratt

Exhibit

Description

1

Joint Filing Agreement (incorporated herein by reference to Exhibit A to the Reporting Persons’ Schedule 13G, filed with the Securities and Exchange Commission on March 24, 2020).

2

Joint Filing Agreement, dated as of March 31, 2020, by and between the Reporting Persons, attached hereto.

Reporting Person