Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1) Includes 66,138 warrants to purchase one share of Common Stock at an exercise price of $12.50 per share, and 99,207 warrants to purchase one share of Common Stock at an exercise price of $11.50 per share.

 

END OF COVER PAGE

 

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Item 1.         Security and Issuer.

 

The securities covered by this Schedule 13D are shares of common stock, par value $0.0001 per share (the Common Stock), of Limbach Holdings, Inc., a Delaware corporation (the Issuer).  The Issuers principal executive offices are located at 31-35th Street, Pittsburgh, Pennsylvania 15201.

 

Item 2.         Identity and Background.

 

(a)                                 This statement is being filed on behalf of the following Reporting Person:

 

(i)                                     Charles A. Bacon III (the Reporting Person)

 

(b)                                 The principal business address for the Reporting Person is as follows: 31-35th Street, Pittsburgh, Pennsylvania 15201.

 

(c)                                  The Reporting Person is the President and Chief Executive Officer and a member of the Board of Directors of the Issuer.

 

(d)-(e)               During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)                                   The Reporting Person is a citizen of the United States of America.

 

Item 3.         Source and Amount of Funds or Other Consideration.

 

On July 20, 2016, pursuant to an Agreement and Plan of Merger dated March 23, 2016 (the Merger Agreement) between 1347 Capital Corp. (1347 Capital), a Delaware corporation, and Limbach Holdings, LLC (Limbach), a Delaware limited liability company, a newly formed subsidiary of 1347 Capital was merged with and into Limbach, with Limbach surviving the merger as a wholly-owned subsidiary of 1347 Capital (the Merger).  As a result of the Merger, each issued and outstanding membership unit of Limbach converted into the right to receive, and became exchangeable for, consideration paid in the form of cash, shares of Common Stock, and warrants to purchase shares of Common Stock.  In connection with the Merger, the Reporting Person received an aggregate cash payment as well as 217,977 shares of Common Stock, 66,138 warrants to purchase shares of Common Stock at an exercise price of $12.50 per warrant, and 99,207 warrants to purchase shares of Common Stock at an exercise price of $11.50 per warrants in consideration for his Class A-1 units of membership interest of Limbach.

 

The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2016 and incorporated herein by reference.

 

Item 4.         Purpose of Transaction.

 

The Reporting Person previously held membership units of Limbach and received the shares of Common Stock and warrants as consideration from the Issuer pursuant to the terms of the above described Merger Agreement in connection with the Merger.

 

The Reporting Person intends to participate in and influence the affairs of the Issuer through his position as President and Chief Executive Officer and a member of the Board of Directors of the Issuer and through voting rights with respect to ownership of the Common Stock of the Issuer.

 

Subject to applicable legal requirements, the Reporting Person may purchase additional securities of the Issuer from time to time in open market or private transactions or receive additional securities under the Issuers

 

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equity incentive plan, depending on his evaluation of the Issuers business, prospects and financial condition, the market for the Issuers securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Person, ownership of the Issuers securities, other opportunities available to the Reporting Person, and general economic, money market and stock market conditions.  In addition, depending upon the factors referred to above, the Reporting Person may dispose of all or a portion of his securities of the Issuer at any time.  The Reporting Person reserves the right to increase or decrease his holdings on such terms and at such times as he may decide.

 

Other than as described above, the Reporting Person does not have any plan or proposal relating to or that would result in:

 

(a)         the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer;

(b)         an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)          a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)         any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer;

(e)          any material change in the present capitalization or dividend policy of the Issuer;

(f)           any other material change in the Issuers business or corporate structure;

(g)          any changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)         a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)             a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j)            any action similar to those enumerated above.

 

Item 5.  Interest in Securities of the Issuer.

 

(a)  (b)

 

						(b) Number of Shares as to which the person has:
Name		(a) Amount Beneficially Owned		(a) Percent of Class*		Sole Power to Vote or to Direct the Vote		Shared Power to Vote or to Direct the Vote		Sole Power to Dispose or to Direct the Disposition of		Shared Power to Dispose or to Direct the Disposition of
Charles A. Bacon III		383,322		6.3	%	383,322	(1)	0		383,322	(1)	0

 

* Based on 5,927,800 shares of Common Stock outstanding as of July 20, 2016 as represented by the Issuer in its Current Report on Form 8-K dated July 20, 2016, filed with the Securities and Exchange Commission on July 26, 2016.

 

(1) Includes 66,138 warrants to purchase one share of Common Stock at an exercise price of $12.50 per share and a term of 7 years, and 99,207 warrants to purchase one share of Common Stock at an exercise price of $11.50 per share and a term of 7 years.

 

(c)                                  Except for the transactions described in Items 3, 4, 5 or 6 of this Schedule 13D, during the last sixty days there were no transactions with respect to the Common Stock effected by the Reporting Person.

 

(d)                                 Except as set forth in this Item 5, no person other than the record owner of securities referred to herein is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities discussed herein.

 

(e)                                  Not applicable.

 

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Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Pursuant to the Merger Agreement described further under Item 4 above, the Reporting Person received from the Issuer an aggregate cash payment as well as 217,977 shares of Common Stock, and 66,138 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $12.50, and 99,207 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $11.50 as consideration for his Class A-1 units of membership interest of Limbach in connection with the Merger.  The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2016 and incorporated herein by reference.

 

Other than as described in this Schedule 13D, to the best of the Reporting Persons knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any person with respect to any securities of the Issuer.

 

Item 7.                     Material to be Filed as Exhibits.

 

Exhibit 1                                               Merger Agreement (incorporated by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2016).

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 1, 2016

 

 

CHARLES A. BACON III
/s/ Charles A. Bacon III
Charles A. Bacon III, individually

 

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