Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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
(however, see the Notes).
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1.
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Names of
Reporting Persons
Todd M. Pickup, an individual
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
2,758,913 (1)
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6.
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Shared Voting Power
200,000 (2)
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7.
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Sole Dispositive Power
2,758,913 (1)
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8.
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Shared Dispositive Power
200,000 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,958,913 (3)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
13.8% (4)
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12.
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Type of Reporting Person
IN
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1.
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Consists of: (i) 100,000 shares owned directly by Mr. Pickup; (ii) 300,000 shares owned directly by Pickup Grandchildrens Trust; (iii) 100,000 shares owned directly by Pickup Living Trust; (iv) 1,793,796 shares
owned directly by Vintage Trust II, dated July 19, 2007 (the Trust); and (v) 465,117 shares of the Companys Common Stock that the Trust has the right to acquire at any time by converting into such shares the outstanding principal
balance of the Convertible Promissory Note Due 2020 issued to the Trust by the Company, at the initial conversion price of $21.50 per share, over all of which shares Mr. Pickup exercises sole investment and voting power.
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2.
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Consists of: (i) 100,000 shares owned directly by Plus Four Equity Partners, L.P.; and (ii) 100,000 shares owned directly by Vintage Trust, dated October 28, 1993, over all of which shares Mr. Pickup shares investment
and voting power.
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3.
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Consists of the sum of all shares referenced in footnotes (1) and (2) above.
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4.
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The percentages used herein and in the rest of this Amendment No. 6 to Schedule 13G are calculated based upon the sum of: (i) 20,949,679 shares of the Companys Common Stock outstanding as of November 3, 2017, as
reported in the Companys quarterly report on Form 10-Q filed on November 9, 2017; (ii) and 465,117, the number of shares of the Companys Common Stock that the Trust has the right to acquire at any time by converting into such shares the
outstanding principal balance of the Convertible Promissory Note Due 2020 issued to the Trust by the Company, at the initial conversion price of $21.50 per share.
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1.
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Names of
Reporting Persons
Vintage Trust II, dated July 19, 2007
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Nevada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
2,258,913 (1)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
2,258,913 (1)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,258,913
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
10.5% (2)
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12.
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Type of Reporting Person
OO
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1.
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Consists of: (i) 1,793,796 shares owned directly by the Reporting Person; and (ii) 465,117 shares of the Companys Common Stock that the Reporting Person has the right to acquire at any time by converting into such
shares the outstanding principal balance of the Convertible Promissory Note Due 2020 issued to the Trust by the Company, at the initial conversion price of $21.50 per share, over all of which shares Mr. Pickup exercises sole investment and voting
power.
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2.
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The percentages used herein and in the rest of this Amendment No. 6 to Schedule 13G are calculated based upon the sum of: (i) 20,949,679 shares of the Companys Common Stock outstanding as of November 3, 2017, as
reported in the Companys quarterly report on Form 10-Q filed on November 9, 2017; (ii) and 465,117, the number of shares of the Companys Common Stock that the Trust has the right to acquire at any time by converting into such shares the
outstanding principal balance of the Convertible Promissory Note Due 2020 issued to the Trust by the Company, at the initial conversion price of $21.50 per share.
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This Amendment No. 6 to Schedule 13G amends the Schedule 13G originally filed by Todd M. Pickup with the
Securities and Exchange Commission on April 19, 2013, as amended by Amendment No. 1 thereto filed on April 30, 2013, as further amended by Amendment No. 2 thereto filed on February 14, 2014, as further amended by Amendment No. 3
thereto filed on February 12, 2015, as further amended by Amendment No. 4 thereto filed on February 9, 2016, and as further amended by Amendment No. 5 thereto filed on January 25, 2017.
Item 1.
The name of the issuer is Impac Mortgage Holdings, Inc. (the
Company).
(b)
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Address of issuers principal executive offices:
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The Companys principal
executive offices are located at 19500 Jamboree Road, Irvine, California 92612.
Item 2.
(a)
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Name of Person Filing:
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This Amendment No. 6 to Schedule 13G is being filed by Todd
M. Pickup and Vintage Trust II, dated July 19, 2007 (the Trust), with respect to the Common Stock, par value $0.01 per share, of the Company. Mr. Pickup is the Trustee of the Trust, and may be deemed to be the beneficial owner
of the shares of Common Stock owned by the Trust.
(b)
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Address or principal business office or, if none, residence:
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The address of the
principal business office of Todd M. Pickup is 1400 Newport Center Drive, Suite 230, Newport Beach, California 92660. The address of the principal business office of the Trust is 1400 Newport Center Drive, Suite 230, Newport Beach, California 92660.
Todd M. Pickup is a U.S. citizen. The Trust is a trust organized under the
laws of the State of Nevada.
(d)
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Title of Class of Securities:
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Common Stock
45254P508
Item 3.
Not Applicable.
Item 4. Ownership.
A: Todd M. Pickup
(a)
Amount beneficially owned: 2,958,913
(b)
Percent of class: 13.8%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 2,758,913
(ii
)
Shared power to vote or to direct the vote: 200,000
(iii
)
Sole power to dispose or to direct the disposition of: 2,758,913
(iv)
Shared power to dispose or to direct the disposition of: 200,000
B. Vintage Trust II, dated July 19, 2007
(a)
Amount beneficially owned: 2,258,913
(b)
Percent of class: 10.5%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 2,258,913
(ii)
Shared power to vote or to direct the vote: 0
(iii)
Sole power to dispose or to direct the disposition of: 2,258,913
(iv)
Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of 5 Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of
More than 5 Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of
Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2018
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/s/ Todd M. Pickup
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TODD M. PICKUP
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VINTAGE TRUST II, DATED JULY 19, 2007
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By:
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/s/ Todd M. Pickup
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Name: Todd M. Pickup
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Its: Trustee
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the
foregoing statement on Amendment No. 6 to Schedule 13G with respect to the Common Stock is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Amendment No. 6 to Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. Additionally, the undersigned acknowledge and agree to the inclusion of this Agreement as an Exhibit to this Amendment No. 6 to Schedule
13G. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2018
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/s/ Todd M. Pickup
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TODD M. PICKUP
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VINTAGE TRUST II, DATED JULY 19, 2007
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By:
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/s/ Todd M. Pickup
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Name: Todd M. Pickup
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Its: Trustee
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