UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
IMPAC MORTGAGE HOLDINGS INC
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
45254P508
(CUSIP number)
Talkot Capital, LLC
2400 Bridgeway, Suite 300
Sausalito, CA 94965
415-332-3760
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 31, 2017
(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 Section 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [ ]
*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 page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1
934 ("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.)
CUSIP No. 45254P508
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Talkot Fund, L.P.
91-1804621
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
-----------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 1,598,394
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,598,394
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,598,394
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.82%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 45254P508
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas Bruce Akin
-----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
-----------------------------------------------------------------------------
3 SEC USE ONLY
-----------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
-----------------------------------------------------------------------------
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 7 SOLE VOTING POWER
SHARES 1,178,637
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,777,031
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,178,637
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,777,031
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,637
-----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.76%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
CUSIP No. 45254P508
Item 1. Security and Issuer
The class of equity security to which this statement relates is
the common stock, par value $0.01 per share (the "Common
Stock"), of Impac Mortgage Holdings Inc, a Maryland
corporation (the "Issuer" or the "Company"). The
principal executive office of the Issuer is located at 19500
Jamboree Road, Irvine, California 92612.
Item 2. Identity and Background
This statement is being jointly filed by each of the following
persons pursuant to Rule 13d-1(k) promulgated by the Securities
and Exchange Commission (the "Commission") pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"): Thomas B. Akin, an individual, and Talkot Fund,
LP, (collectively referred to herein as the "Reporting
Persons").
The principal business address of each of the Reporting Persons
is 2400 Bridgeway, Suite 300, Sausalito, CA 94965.
The principal business of Talkot Fund, LP is investing in
securities. The principal occupation of Mr. Akin is serving
as the managing member of Talkot Capital, LLC.
Talkot Capital, LLC received a request for information from
the SEC in June 2013 relating to compliance with Rule 105 of
Regulation M under the securities and exchange act of 1934.
One inadvertent violation of Rule 105 was identified. The
SEC entered an order on September 16, 2013, accepting an offer
of settlement by Talkot Capital, LLC. Talkot Capital, LLC made
payments due on September 18, 2013. No fund or other client of
Talkot Capital, LLC bore any portion of such payments or any
costs resolving the matter. Aside from the above disclosure,
during the past five years, neither of the Reporting Persons,
(as defined in Item 3 of this Schedule 13D), has been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
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.
Mr. Akin is a citizen of the United States of America. Talkot
Fund, LP is a limited partnership organized under the laws of
the State of California.
Item 3. Source and Amount of Funds or Other Consideration
The shares purchased by Talkot Fund, LP were purchased with
working capital. The shares purchased by Mr. Akin were purchased
with personal funds. These purchases were previously reported on
a Schedule 13G filed by the Reporting Persons with the Commission
on February 27, 2017, as amended by Amendment No. 1 on April 20,
2017.
Item 4. Purpose of Transaction
The Reporting Persons purchased the Common Stock of the Issuer
based on the belief that the Common Stock represents an attractive
investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the
purchase or sale of Shares desirable, the Reporting Persons may
increase or decrease their position in the Issuer through, among
other things, the purchase or sale of Shares on the open market
or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.
Mr. Akin was nominated and elected as a Company Director at the
annual stockholders meeting held July 25, 2017.
Except as set forth in this Item 4, the Reporting Persons have no
current plans or proposals which relate to or would result in any
of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D, although the Reporting Persons do not rule out the
possibility of effecting or seeking to effect any such actions in
the future.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 20,448,947 Shares outstanding, as of
May 5, 2017, which is the total number of Shares outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 9, 2017.
As of the close of business on the date hereof, Mr Akin beneficially
owned 1,178,637 shares of the Common Stock, constituting
approximately 5.76% of the Common Stock outstanding.
As of the close of business on the date hereof, Talkot Fund, LP
beneficially owned 1,598,394 shares of the Common Stock, constituting
approximately 7.82% of the Common Stock outstanding.
(b) Each of Talkot Fund, LP and Mr Akin have shared power to vote or
direct the vote of , and to dispose or direct the disposition of, the
shares owned directly by Talkot Fund, LP.
Mr. Akin has the sole power to vote or direct the vote of, and to
dispose or direct the disposition of, the shares owned directly by
Mr. Akin.
Talkot Capital, LLC acts as an investment adviser to certain
private pooled investment vehicles. Talkot Capital, by virtue
of investment advisory agreements with these pooled investment
vehicles, has investment and voting power over securities owned
of record by these pooled investment vehicles. Despite their
delegation of investment and voting power to Talkot Capital, under
Rule 13d-3 of the Securities Exchange Act of 1934, these pooled
investment vehicles may be deemed the beneficial owner of the
securities they own of record because they have the right to
acquire investment and voting power, and have dispositive power,
through termination of the investment advisory agreements with
Talkot Capital. Talkot Capital may be deemed the beneficial owner
of the securities covered by this statement under Rule 13d-3 of the
Act. None of the securities in this statement are owned of record by
Talkot Capital, and Talkot Capital disclaims any beneficial
interest in such securities. Thomas B. Akin is the Managing Member
of the General Partner, Talkot Capital, LLC.
(c) No other transactions in the Common Stock were effected by the
Reporting Persons during the sixty days before the date that this
Schedule 13D is filed with the Commission.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On July 31, 2017, the Reporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect
to securities of the Issuer, to the extent required by applicable law.
A copy of this agreement is attached hereto as Exhibit A and is
incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to
the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit A - Joint Filing Agreement dated July 31, 2017, by and
between each of the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.
DATED: July 31, 2017
/s/ Thomas B. Akin
THOMAS B. AKIN
TALKOT FUND, L.P.
By: /s/ Thomas B. Akin
Thomas B. Akin, Managing Member of the General Partner
CUSIP No. 45254P508
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including additional
amendments thereto) with respect to the shares of Common Stock, $0.01
par value, of Impac Mortgage Holdings, Inc., a Maryland corporation.
This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
/s/ Thomas B. Akin
THOMAS B. AKIN
TALKOT FUND, L.P.
By: /s/ Thomas B. Akin
Thomas B. Akin, Managing Member of the General Partner
Dated: July 31, 2017