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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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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) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 01/01/2024 | M | 3,889 | (4) | (4) | Common Stock | 3,889 | $ 0 | 28,316 | D | ||||
| Restricted Stock Units | (3) | 01/01/2024 | M | 5,490 | (5) | (5) | Common Stock | 5,490 | $ 0 | 22,826 | D | ||||
| Restricted Stock Units | (3) | 01/01/2024 | M | 4,698 | (6) | (6) | Common Stock | 4,698 | $ 0 | 18,128 | D | ||||
| Restricted Stock Units | (3) | 01/01/2024 | M | 1,080 | (7) | (7) | Common Stock | 1,080 | $ 0 | 17,048 | D | ||||
| Restricted Stock Units | (3) | 01/01/2024 | A | 7,882 | (8) | (8) | Common Stock | 7,882 | $ 0 | 24,930 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McCann Michael M 797 COMMONWEALTH DRIVE WARRENDALE, PA 15086 |
X | Chief Executive Officer | ||
| /s/ Jeremiah G. Garvey, Attorney-in-Fact for Michael M. McCann | 01/03/2024 | |
| **Signature of Reporting Person | Date |
| * | 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) | Reflects the withholding of 3,882 shares by Limbach Holdings, Inc. (the "Company") to satisfy tax withholding requirements. Such transaction was exempt from Section 16(b) pursuant to Rule 16b-3. |
| (2) | Shares held by The McCann Family Revocable Living Trust. The Reporting Person and his spouse are trustees of The McCann Family Revocable Living Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his 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, 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 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 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. |
| (6) | 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. |
| (7) | This award of RSUs was granted on January 17, 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. |
| (8) | 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. |