Chief Financial Officer Brooks Jayme L. covered exercise/tax liability with 3,821 shares and converted options into 9,434 shares, increasing direct ownership by 6% to 102,282 units (SEC Form 4)
$LMB
Engineering & Construction
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/01/2025 | M | 3,631 | A | $0 | 100,300 | D | |||
| Common Stock | 01/01/2025 | M | 4,440 | A | $0 | 104,740 | D | |||
| Common Stock | 01/01/2025 | M | 97 | A | $0 | 104,837 | D | |||
| Common Stock | 01/01/2025 | M | 1,266 | A | $0 | 106,103 | D | |||
| Common Stock | 01/01/2025 | F | 3,821(1) | D | $85.54 | 102,282 | D | |||
| Common Stock | 4,511(2) | I | By Brooks Family Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 01/01/2025 | M | 3,631 | (4) | (4) | Common Stock | 3,631 | $0 | 12,873 | D | ||||
| Restricted Stock Units | (3) | 01/01/2025 | M | 4,440 | (5) | (5) | Common Stock | 4,440 | $0 | 8,433 | D | ||||
| Restricted Stock Units | (3) | 01/01/2025 | M | 97 | (6) | (6) | Common Stock | 97 | $0 | 8,336 | D | ||||
| Restricted Stock Units | (3) | 01/01/2025 | M | 1,266 | (7) | (7) | Common Stock | 1,266 | $0 | 7,070 | D | ||||
| Restricted Stock Units | (3) | 01/01/2025 | A | 1,972 | (8) | (8) | Common Stock | 1,972 | $0 | 9,042 | D | ||||
| Explanation of Responses: |
| 1. Reflects the withholding of shares by Limbach Holdings, Inc. (the "Company") to satisfy tax withholding requirements. Such transactions were exempt from Section 16(b) pursuant to Rule 16b-3. |
| 2. Shares held by the Brooks Family Trust. The reporting person and her spouse are trustees of the Brooks Family Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock, exempt under Rule 16b-3(d)(1) and (3). |
| 4. This award of RSUs was granted on January 1, 2022. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2023, January 1, 2024 and January 1, 2025, subject to continued employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSU's will be reported on a Form 4 within two business days of the date of such determination. |
| 5. This award of RSUs was granted on January 4, 2023. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2024, January 1, 2025 and January 1, 2026, subject to continued employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSU's will be reported on a Form 4 within two business days of the date of such determination. |
| 6. This award of RSUs was granted on June 30, 2023. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2024, January 1, 2025 and January 1, 2026, subject to continued employment through the applicable vesting date. |
| 7. This award of RSUs was granted on January 1, 2024. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2025, January 1, 2026 and January 1, 2027, subject to continued employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSU's will be reported on a Form 4 within two business days of the date of such determination. |
| 8. This award of RSUs was granted on January 1, 2025. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2026, January 1, 2027 and January 1, 2028, subject to continued employment through the applicable vesting date. The amounts reported above (related to this grant) do not include performance-based RSUs, if any, that may be earned by the reporting person but for which the Compensation Committee has not yet determined the achievement of the applicable performance goals. Any such RSU's will be reported on a Form 4 within two business days of the date of such determination. |
| Remarks: |
| /s/ Jeremiah G. Garvey, Attorney-in-Fact for Jayme L. Brooks | 01/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||