Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Sharp Jay

(Last)

(First)

(Middle)

797 COMMONWEALTH DRIVE

(Street)

WARRENDALE

15086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Limbach Holdings, Inc. [ LMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President of Limbach

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								52,566⁽¹⁾⁽²⁾	D
Common Stock	01/01/2024		F		3,159⁽³⁾	D	$45.47	49,407	D

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)	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	01/01/2024		A		2,786		⁽⁵⁾	⁽⁵⁾	Common Stock	2,786	$0	2,786	D

Explanation of Responses:

1. The amount of common stock also contains awards of restricted stock units (each, an "RSU") granted on January 1, 2022, January 4, 2023 and January 17, 2023, respectively. Each RSU represents a contingent right to receive one share of Limbach Holdings, Inc. (the "Company") common stock, exempt under Rule 16b-3(d)(1) and (3). Each award is subject to service-based vesting conditions. The awards vest, in the aggregate, in the amount of 5,495 shares on January 1, 2025 and 3,194 shares on January 1, 2026. The amount of common stock does 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 achievements of the applicable performance goals. Any such performance-based RSU's will be reported on a Form 4 within two business days of the date of such determination.

2. The amount of common stock includes an aggregate 8,162 service-based RSUs that vested on January 1, 2024 related to certain awards granted on each of January 1, 2021, January 1, 2022, January 4, 2023 and January 17, 2023.

3. Reflects the withholding of 3,159 shares by the Company to satisfy tax withholding requirements. Such transaction was exempt from Section 16(b) pursuant to Rule 16b-3.

4. Each RSU represents a contingent right to receive one share of the Company's common stock, exempt under Rule 16b-3(d)(1) and (3).

5. 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.

Remarks:

	/s/ Jeremiah G. Garvey, Attorney-in-Fact for Jay A. Sharp	01/03/2024
	** 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).
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