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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Horowitz Joshua |
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2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [LMB]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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C/O PALM MANAGEMENT (US) LLC, 19 WEST ELM STREET |
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2022 |
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GREENWICH, CT 06830 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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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)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 06/01/2022 |
| P |
| 6,315 | A |
$5.9258 (5) | 249,835 (1) | I | By Palm Global Small Cap Master Fund LP |
| Common Stock |
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| 21,932 | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Restricted Stock Units | (2) |
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(2) |
(2) | Common Stock | 1,067 |
| 1,067 | D |
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| Restricted Stock Units | (3) |
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(3) |
(3) | Common Stock | 2,134 |
| 2,134 | D |
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| Restricted Stock Units | (4) |
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(4) |
(4) | Common Stock | 8,876 |
| 8,876 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Horowitz Joshua
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 |
X
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Palm Management (US) LLC
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 |
X
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Palm Global Small Cap Master Fund LP
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 |
X
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Palmer Bradley C
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 |
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| Director by Deputization |
Signatures
| /s/ Joshua S. Horowitz | |
06/01/2022 |
| **Signature of Reporting Person | Date |
| PALM MANAGEMENT (US) LLC, /s/ Joshua S. Horowitz, Portfolio Manager | |
06/01/2022 |
| **Signature of Reporting Person | Date |
| PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua S. Horowitz, Director | |
06/01/2022 |
| **Signature of Reporting Person | Date |
| /s/ Bradley C. Palmer | |
06/01/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | The reported shares are owned directly by Palm Global Small Cap Master Fund LP (the "Fund"). Palm Management (US) LLC ("Palm Management"), as the investment manager of the Fund, may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by the Fund. Due to his positions with the Fund and Palm Management, Mr. Joshua S. Horowitz may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by the Fund. Due to his position with Palm Management, Mr. Bradley C. Palmer may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by the Fund. Messrs. Palmer and Horowitz disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. |
| (2) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock. This award of RSUs was granted on April 3, 2020. The award is subject to service-based vesting conditions and vests 27.241732% on January 1, 2021 and 36.379134% on each of January 1, 2022 and January 1, 2023, subject to continued service through the applicable vesting date. |
| (3) | Each RSU represents a contingent right to receive one share of the Company's common stock. This award of RSUs was granted on January 1, 2021. The award is subject to service-based vesting conditions and vests in equal annual installments on each of January 1, 2022, January 1, 2023 and January 1, 2024, subject to continued service through the applicable vesting date. |
| (4) | Each RSU represents a contingent right to receive one share of the Company's common stock. This award of RSUs was granted on January 1, 2022. The RSUs are scheduled to cliff vest on January 1, 2023. |
| (5) | The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.85 to $5.95 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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