Filing Details

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)

 

Limbach Holdings, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

53263P 105

 (CUSIP Number)

 

1347 Investors LLC

150 Pierce Road, 6th Floor

Itasca, IL 60143

(847) 700-8064

 

Copy to:

 

Joel L. Rubinstein

Elliott M. Smith

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

(212) 294-6700

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

 

February 21, 2018

 (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. ¨

 

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.

 

 

CUSIP No. 53263P 105

1		NAME OF REPORTING PERSONS 1347 Investors LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS  WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
		8		SHARED VOTING POWER 2,942,515(1)
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 2,942,515 (1)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,942,515 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.1%
14.		TYPE OF REPORTING PERSON OO

 

(1)

Includes 599,000 shares of Common Stock underlying convertible securities.

  

 

CUSIP No. 53263P 105

1		NAME OF REPORTING PERSONS Larry G. Swets, Jr.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS  AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 10,000
		8		SHARED VOTING POWER 2,942,515 (1)(2)
		9		SOLE DISPOSITIVE POWER 10,000
		10		SHARED DISPOSITIVE POWER 2,942,515 (1)(2)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,952,515 (1)(2)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.3%
14.		TYPE OF REPORTING PERSON IN

 

(1)

The reporting person disclaims beneficial ownership of 2,942,515 of such shares.

 

(2)

Includes 599,000 shares of Common Stock underlying convertible securities.

 

 

CUSIP No. 53263P 105

1		NAME OF REPORTING PERSONS D. Kyle Cerminara
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 2,942,515 (1)(2)
		9		SOLE DISPOSITIVE POWER 0
		10		SHARED DISPOSITIVE POWER 2,952,195 (1)(2)(3)

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,952,195 (1)(2)(3)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.3%
14.		TYPE OF REPORTING PERSON IN

 

(1)

The reporting person disclaims beneficial ownership of the shares.

 

(2)

Includes 599,000 shares of Common Stock underlying convertible securities.

 

(3)

9,680 of such shares are held in the customer accounts of CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) (“CWA”). Fundamental Global Investors, LLC owns 50% of CWA. Mr. D. Kyle Cerminara is the Chief Executive Officer, Partner and Manager of Fundamental Global Investors, LLC. Mr. Cerminara also serves as Co-Chief Investment Officer of CWA. CWA, in its role as investment advisor for customer accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Mr. Cerminara, as manager of CWA, may each be deemed to beneficially own the number of shares held in CWA’s customer accounts. Each of Fundamental Global Investors, LLC and Mr. Cerminara expressly disclaims such beneficial ownership.

 

 

END OF COVER PAGES

 

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) 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”), Amendment No. 4 to Schedule 13D filed on December 13, 2017 (“Amendment No. 4”) and Amendment No. 5 to Schedule 13D filed on January 19, 2018 (“Amendment No. 5” and, together with the Initial Schedule, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”).

 

This Amendment No. 6 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. 6 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.

 

In connection with the lead up to the Issuer’s business combination, on July 18, 2016, 1347 Investors entered into loan and security agreements with certain lenders, including IWS Acquisition Corp. (“IWS”) and American Service Insurance Company, Inc. (“ASIC”).

 

On February 21, 2018, pursuant to the terms of the loan and security agreement with IWS (the “IWS Loan Agreement”), 1347 Investors transferred 26,667 warrants, each exercisable to purchase one-half of one share of the Issuer’s common stock at $11.50 per whole share (the “Warrants”) to IWS.

 

On June 5, 2018, pursuant to the terms of the loan and security agreement with ASIC (the “ASIC Loan Agreement”), 1347 Investors transferred 122,500 Warrants to ASIC.

 

The foregoing description of each of the IWS Loan Agreement and ASIC Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which was included as Exhibits 99.11 and 99.12 to Amendment No. 2 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. 6 is incorporated herein by reference.

 

(c) Except for the transaction described in Item 4 of this Amendment No. 6, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of the Common Stock.

 

(d) None.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer.

 

The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 16, 2018

1347 INVESTORS LLC
/s/ Larry G. Swets, Jr.
Larry G. Swets, Jr.
Manager
/s/ D. Kyle Cerminara
D. Kyle Cerminara
Manager

/s/ Larry G. Swets, Jr.
Larry G. Swets, Jr., individually
/s/ D. Kyle Cerminara
D. Kyle Cerminara, individually