CUSIP No. 45254P508
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Talkot Fund, L.P.
91-1804621
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES 474,451
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 474,451
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,451
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.23%
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12 TYPE OF REPORTING PERSON*
PN
CUSIP No. 45254P508
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas Bruce Akin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER
SHARES 1,165,176
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,639,627
REPORTING --------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,165,176
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8 SHARED DISPOSITIVE POWER
1,639,627
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,176
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.49%
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12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 45254P508
Preliminary Statement:
This Schedule 13G is filed by Talkot Fund, LP ("Talkot") and Thomas
Bruce Akin ("Mr. Akin" and, collectively with Talkot, the "Filers") and
amends, supplements and replaces in its entirety the Schedule 13D filed
on July 31, 2017, as previously amended (the "Schedule 13D"), by the
Filers, relating to shares of Common Stock of Impac Mortgage Holdings,
Inc. (the "Issuer"). The Schedule 13D had superseded a Schedule 13G
previously filed by the Filers relating to the Common Stock of the
Issuer. As part of a determination to sell shares of Common Stock of
the Issuer, the Filers determined that they no longer hold any
shares of Common Stock of the Issuer with any purpose, or with the effect
of, changing or influencing control of the Issuer or in connection with or
as a participant in any transaction having that purpose or effect. In
accordance with Rule 13d-1(h), the Filers accordingly determined to again
report their beneficial ownership of shares of Common Stock of the Issuer
on Schedule 13G.
ITEM 1(a). Name of Issuer:
Impac Mortgage Holdings, Inc.
Item 1(b). Address of Issuer's Principal Office:
19500 Jamboree Road
Irvine, CA 92612
United States
Item 2(a). Name of Person Filing:
This Statement on Schedule 13G is being filed on behalf of
the following persons (each, a 'Reporting Person' and
collectively, the 'Reporting Persons'):
Thomas B. Akin
Talkot Fund, L.P.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each reporting person is
30 Liberty Ship Way, Suite 3110, Sausalito, CA 94965.
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
45254P508
Item 3. If this statement is filed pursuant to Rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15 of the
Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d)[ ] Investment Company registered under section 8 of
the Investment Company Act of 1940
(e)[ ] An Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f)[ ] An Employee Benefit Plan or Endowment Fund in
accordance with Rule 13d-1(b)(1)(ii)(F)
(g)[ ] A Parent Holding Company or Control Person in
accordance with Rule 13d-1(b)(ii)(G)
(h)[ ] A Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i)[ ] A Church Plan that is excluded From the definition
of an investment company under Section 3(c)(14)of
the Investment Company Act of 1940
(j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)
Item 4. Ownership:
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 listed below 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.
For each Reporting Person:
(a) Amount Beneficially Owned:
Thomas B. Akin and Talkot Fund, L.P. beneficially own 1,639,627
shares of Common Stock. Of such 1,639,627 shares of Common
Stock, Thomas B. Akin directly beneficially owns 1,165,176
shares of Common Stock, and Talkot Fund, L.P. directly
beneficially owns 474,451 shares of Common Stock.
(b) Percent of Class:
7.72%
This percentage is based on 21,229,857 shares of Common Stock
issued and outstanding as of November 4, 2020, as reported in Form
10-Q filed with the Securities and Exchange Commission (the
"Commission") on November 6, 2020.
(c) Number of shares to which each Reporting Person has:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or direct the vote:
1,639,627
(iii) Sole power to dispose or to direct the
disposition of:
-0-
(iv) Shared power to dispose of or direct the
disposition of:
1,639,627
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Item 8. Identification and Classification of Members of the Group:
Item 9. Notice of Dissolution of Group:
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.
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: November 25, 2020
/s/ Thomas Bruce Akin
Thomas Bruce Akin
TALKOT FUND, L.P.
By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing Member of the General Partner
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