Filing Details
- Accession Number:
- 0001193125-20-278381
- Form Type:
- 13D Filing
- Publication Date:
- 2020-10-27 16:03:00
- Filed By:
- Pratt Brian
- Company:
- Limbach Holdings Inc. (NASDAQ:LMB)
- Filing Date:
- 2020-10-27
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Brian Pratt | 0 | 907,157 | 0 | 907,157 | 907,157 | 11.51% |
| Barbara Pratt | 0 | 907,157 | 0 | 907,157 | 907,157 | 11.51% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
LIMBACH HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
53263P105
(CUSIP Number)
Brian Pratt
5950 Berkshire Ln, Ste. 800
Dallas, Texas 75225
Tel: (214) 220-3423
With a Copy to:
Jeffrey P. Berg
Baker & Hostetler LLP
11601 Wilshire Boulevard, Suite 1400
Los Angeles, California 90025
Tel: (310) 442-8850
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 23, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
CUSIP No. 53263P105
| 1 | NAME OF REPORTING PERSONS
Brian Pratt | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
907,157 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
907,157 (1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,157 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.51% (2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents those shares of common stock, par value $0.0001 per share (Common Stock), of Limbach Holdings, Inc., a Delaware corporation (the Company), jointly held as community property by Mr. Pratt and his spouse, Barbara Pratt, as of October 27, 2020. Mr. Pratt and Mrs. Pratt share voting and dispositive power with respect to such shares. |
| (2) | Based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Companys Quarterly Report on Form 10-Q filed with Securities and Exchange Commission on August 13, 2020. |
CUSIP No. 53263P105
| 1 | NAME OF REPORTING PERSONS
Barbara Pratt | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
PF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
907,157 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
907,157 (1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,157 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.51% (2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents those shares of Common Stock of the Company, jointly held as community property by Mrs. Pratt and her spouse, Brian Pratt, as of October 27, 2020. Mr. Pratt and Mrs. Pratt share voting and dispositive power with respect to such shares. |
| (2) | Based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Companys Quarterly Report on Form 10-Q filed with Securities and Exchange Commission on August 13, 2020. |
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5 (this Amendment No. 5) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on March 31, 2020 (the Original 13D Filing), the amended statement on Schedule 13D filed on August 3, 2020 (the 1st Amended 13D Filing), the amended statement on Schedule 13D filed on August 24, 2020 (the 2nd Amended 13D Filing), the amended statement on Schedule 13D filed on October 13, 2020 (the 3rd Amended 13D Filing), and the amended statement on Schedule 13D filed on October 19, 2020 (the 4th Amended 13D Filing). This Amendment No. 5 shall be referred to collectively with the Original 13D Filing, the 1st Amended 13D Filing, the 2nd Amended 13D Filing, the 3rd Amended 13D Filing and the 4th Amended 13D Filing as the Schedule 13D. Except as amended in this Amendment No. 5, the Original 13D Filing remains in full force and effect. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Original 13D Filing.
This Amendment No. 5 is being filed to make updates and amendments to the Schedule 13D as follows:
| Item 1. | Security and Issuer. |
There are no changes to the Item 1 information previously filed.
| Item 2. | Identity and Background. |
There are no changes to the Item 2 information previously filed.
| Item 3. | Source and Amount of Funds or Other Consideration. |
There are no changes to the Item 3 information previously filed.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented by adding the following:
Between October 19, 2020 and October 26, 2020, the Reporting Persons sold an aggregate of 137,831 shares of Common Stock of the Company in open market transactions as set forth on Annex A to this Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety below:
(a) As of October 27, 2020, the Reporting Persons have the following beneficial ownership in the Companys Common Stock:
(1) Brian Pratt is the beneficial owner of 907,157 shares of Common Stock (held as community property with his spouse, Barbara Pratt), which represents approximately 11.51% of the outstanding shares of Common Stock of the Company (based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2020).
(2) Barbara Pratt is the beneficial owner of 907,157 shares of Common Stock (held as community property with her spouse, Brian Pratt), which represents approximately 11.51% of the outstanding shares of Common Stock of the Company (based on 7,884,202 shares of Common Stock outstanding as of August 12, 2020, as reported in the Companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2020).
(b)
| Shared Voting Power | Sole Voting Power | Shared Dispositive Power | Sole Dispositive Power | |||||||||||||
| Brian Pratt | 907,157 | 0 | 907,157 | 0 | ||||||||||||
| Barbara Pratt | 907,157 | 0 | 907,157 | 0 | ||||||||||||
(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. |
Except as referenced herein, there are no changes to the Item 6 information previously filed.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit | Description | |
| 1 | Joint Filing Agreement, date as of October 27, 2020 by and between the Reporting Persons, attached hereto. | |
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: October 27, 2020 | /s/ Brian Pratt | |||
| Brian Pratt | ||||
| /s/ Barbara Pratt | ||||
| Barbara Pratt | ||||
EXHIBITS TO BE FILED WITH THIS SCHEDULE 13D
| Exhibit | Description | |
| 1 | Joint Filing Agreement, date as of October 27, 2020 by and between the Reporting Persons, attached hereto. | |
Annex A
Schedule of Transactions
| Reporting Person | Date of Transaction | Security | Amount of Securities Purchased (Sold) | Unit Cost (1) | Transaction Type | |||||||||
| Mr. Pratt | 10/1/2020 | Common Stock | 70,000 | (2) | Open Market Sale | |||||||||
| Mr. Pratt | 10/5/2020 | Common Stock | 20,405 | (3) | Open Market Sale | |||||||||
| Mr. Pratt | 10/6/2020 | Common Stock | 36,665 | (4) | Open Market Sale | |||||||||
| Mr. Pratt | 10/7/2020 | Common Stock | 14,268 | (5) | Open Market Sale | |||||||||
| Mr. Pratt | 10/8/2020 | Common Stock | 90,301 | (6) | Open Market Sale | |||||||||
| Mr. Pratt | 10/9/2020 | Common Stock | 116,994 | (7) | Open Market Sale | |||||||||
| Mr. Pratt | 10/12/2020 | Common Stock | 98,294 | (8) | Open Market Sale | |||||||||
| Mr. Pratt | 10/14/2020 | Common Stock | 12,303 | (9) | Open Market Sale | |||||||||
| Mr. Pratt | 10/16/2020 | Common Stock | 33,582 | (10) | Open Market Sale | |||||||||
| Mr. Pratt | 10/19/2020 | Common Stock | 19,825 | (11) | Open Market Sale | |||||||||
| Mr. Pratt | 10/20/2020 | Common Stock | 25,280 | (12) | Open Market Sale | |||||||||
| Mr. Pratt | 10/21/2020 | Common Stock | 20,252 | (13) | Open Market Sale | |||||||||
| Mr. Pratt | 10/22/2020 | Common Stock | 1,712 | (14) | Open Market Sale | |||||||||
| Mr. Pratt | 10/23/2020 | Common Stock | 59,022 | (15) | Open Market Sale | |||||||||
| Mr. Pratt | 10/26/2020 | Common Stock | 11,740 | (16) | Open Market Sale | |||||||||
| (1) | The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth above for applicable transactions that report weighted average prices. |
| (2) | Mr. Pratt sold 70,000 shares of Common Stock at a weighted average price of $11.6207 per share. These shares were sold in multiple transactions at prices ranging from $10.45 to $11.96, inclusive. |
| (3) | Mr. Pratt sold 20,405 shares of Common Stock at a weighted average price of $10.2308 per share. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.59, inclusive. |
| (4) | Mr. Pratt sold 36,665 shares of Common Stock at a weighted average price of $10.22341 per share. These shares were sold in multiple transactions at prices ranging from $10.01 to $10.335, inclusive. |
| (5) | Mr. Pratt sold 14,268 shares of Common Stock at a weighted average price of $9.7717 per share. These shares were sold in multiple transactions at prices ranging from $9.75 to $9.98, inclusive. |
| (6) | Mr. Pratt sold 90,301 shares of Common Stock at a weighted average price of $9.6430 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $9.85, inclusive. |
| (7) | Mr. Pratt sold 116,994 shares of Common Stock at a weighted average price of $9.7014 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $10.00, inclusive. |
| (8) | Mr. Pratt sold 98,294 shares of Common Stock at a weighted average price of $9.6175 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $9.85, inclusive. |
| (9) | Mr. Pratt sold 12,303 shares of Common Stock at a weighted average price of $9.6065 per share. These shares were sold in multiple transactions at prices ranging from $9.50 to $9.875, inclusive. |
| (10) | Mr. Pratt sold 33,582 shares of Common Stock at a weighted average price of $9.5277 per share. These shares were sold in multiple transactions at prices ranging from $9.45 to $9.65, inclusive. |
| (11) | Mr. Pratt sold 19,825 shares of Common Stock at a weighted average price of $9.4810 per share. These shares were sold in multiple transactions at prices ranging from $9.45 to $9.535, inclusive. |
| (12) | Mr. Pratt sold 25,280 shares of Common Stock at a weighted average price of $9.5064 per share. These shares were sold in multiple transactions at prices ranging from $9.35 to $9.62, inclusive. |
| (13) | Mr. Pratt sold 20,252 shares of Common Stock at a weighted average price of $9.5466 per share. These shares were sold in multiple transactions at prices ranging from $9.35 to $9.86, inclusive. |
| (14) | Mr. Pratt sold 1,712 shares of Common Stock at a weighted average price of $9.4659 per share. These shares were sold in multiple transactions at prices ranging from $9.46 to $9.47, inclusive. |
| (15) | Mr. Pratt sold 59,022 shares of Common Stock at a weighted average price of $9.3228 per share. These shares were sold in multiple transactions at prices ranging from $9.25 to $9.46, inclusive. |
| (16) | Mr. Pratt sold 11,740 shares of Common Stock at a weighted average price of $9.2740 per share. These shares were sold in multiple transactions at prices ranging from $9.25 to $9.34, inclusive. |