UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(a)
Under the Securities
Exchange Act of 1934
(Amendment No.
3)*
Limbach Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class
of Securities)
53263P 105
(CUSIP Number)
1347 Investors LLC
150 Pierce Road, 6th Floor
Itasca, IL 60143
(847) 700-8064
Copy to:
Joel L. Rubinstein, Esq.
Elliott M. Smith, Esq.
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166-4193
(212) 294-6700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 14, 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 §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.
*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 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).
CUSIP No.
53263P 105
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1
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NAMES OF REPORTING PERSONS
1347 Investors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,077,099
(1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,077,099
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,077,099
(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.93%
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14
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Includes 1,223,584 shares of Common Stock underlying convertible
securities.
CUSIP No.
53263P 105
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1
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NAMES OF REPORTING PERSONS
Larry G. Swets, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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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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7
|
SOLE VOTING POWER
10,000
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8
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SHARED VOTING POWER
4,077,099
(1)(2)
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9
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SOLE DISPOSITIVE POWER
10,000
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10
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SHARED DISPOSITIVE POWER
4,077,099
(1)(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,087,099
(2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.04%
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14
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) The reporting person disclaims beneficial ownership of 4,077,099
of such shares.
(2) Includes 1,233,584 shares of Common Stock underlying convertible
securities.
CUSIP No.
53263P 105
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1
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NAMES OF REPORTING PERSONS
D. Kyle Cerminara
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
o
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6
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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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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,093,479
(1)(2)(3)
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9
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SOLE DISPOSITIVE POWER
0
|
10
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SHARED DISPOSITIVE POWER
4,093,479
(1)(2)(3)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,093,479
(1)(2)(3)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.12%
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14
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) The reporting person disclaims beneficial ownership of the
shares.
(2) Includes 1,233,584 shares of Common Stock underlying convertible
securities.
(3) 16,380 of such shares are held in the customer accounts
of CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) (“CWA”). Fundamental Global
Investors, LLC owns 50% of CWA. Mr. D. Kyle Cerminara is the Chief Executive Officer, Partner and Manager of Fundamental Global
Investors, LLC. Mr. Cerminara also serves as Co-Chief Investment Officer of CWA. CWA, in its role as investment advisor for customer
accounts, Fundamental Global Investors, LLC, as a 50% owner of CWA, and Mr. Cerminara, as manager of CWA, may each be deemed to
beneficially own the number of shares held in CWA’s customer accounts. Each of Fundamental Global Investors, LLC and Mr.
Cerminara expressly disclaims such beneficial ownership.
END OF COVER PAGES
The Amendment No. 3 to Schedule 13D (this “Amendment No.
3”) amends and restates, where indicated, the statement on Schedule 13D relating to the common stock, $0.0001 par value per
share (the “Common Stock”) of Limbach Holdings, Inc., a Delaware corporation (the “Issuer”), filed by the
Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “SEC”) on July 31, 2014
(the “Initial Schedule”), as amended and restated by the Amendment No. 1 to Schedule 13D filed by the Reporting Persons
with the SEC on February 25, 2015 and Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on August 5,
2016. Capitalized terms used in this Amendment No. 3 but not otherwise defined herein have the meanings given to them in the Initial
Schedule.
This Amendment No. 3 is being made to reflect changes in beneficial
ownership as a result of certain transactions described in Item 4 below. Except as otherwise set forth herein, this Amendment No.
3 does not modify any of the information previously reported by the Reporting Persons on the Initial Schedule, as amended.
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ITEM 1.
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SECURITY AND ISSUER
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The Issuer’s principal
executive offices are located at 31-35th Street, Pittsburgh, Pennsylvania 15201.
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ITEM 2.
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IDENTITY AND BACKGROUND
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(a) This statement is filed
by 1347 Investors LLC (the “1347 Investors”),
Larry G. Swets, Jr. and D. Kyle
Cerminara and (together, the “Reporting Persons”).
(b) The principal business address of the Reporting
Persons other than Mr. Cerminara is 150 Pierce Road, 6th Floor, Itasca, IL 60143. The business addresses for Mr. Cerminara
are c/o Fundamental Global Investors, LLC, 4201 Congress Street, Suite 140, Charlotte, North Carolina 28209; c/o Ballantyne
Strong, Inc., 11422 Miracle Hills Drive, Suite 300, Nebraska 68154; and 131 Plantation Ridge Dr., Suite 100, Mooresville,
North Carolina 28117.
(c) The principal business of each of the Reporting Persons
is as follows:
Name
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Principal Business
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1347 Investors LLC
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Private investment firm.
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Larry G. Swets, Jr.
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Member of the Board of Directors of the Issuer.
A manager of 1347 Investors.
Chief Executive Officer and Director of Kingsway Financial
Services Inc.
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D. Kyle Cerminara
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A manager of 1347 Investors.
Chief Executive Officer, Partner and Manager of Fundamental
Global Investors, LLC.
Chief Executive Officer and Executive Chairman of the Board
of Directors of Ballantyne Strong, Inc. (“BTN”).
Co-Chief Investment Officer of CWA.
The principal business of Fundamental Global Investors, LLC
is to serve as a registered investment advisor. The business address of Fundamental Global Investors, LLC is 4201 Congress Street,
Suite 140, Charlotte, North Carolina 28209.
BTN is a Delaware corporation, with its principal executive
offices located at 11422 Miracle Hills Drive, Suite 300, Omaha, Nebraska 68154. BTN is a holding company with diverse business activities focused on serving the cinema, retail, financial and government
markets. BTN and its subsidiaries design, integrate, and install technology solutions for a broad range of applications; develop
and deliver out-of-home messaging, advertising and communications; manufacture projection screens; and provide managed services
including monitoring of networked equipment to its customers.
The principal business of CWA, a Florida limited liability company,
is to provide wealth management, estate planning and family office services to individual investors. The business address of CWA
is 9130 Galleria Court, Third Floor, Naples, Florida 34109.
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(d) During the last five years, none of the Reporting Persons
has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons
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.
(f) The individual Reporting Persons are all citizens of the
United States of America. 1347 Investors was formed under Delaware law.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The information set forth in Item 4 hereof is hereby incorporated
by reference into this Item 3, as applicable.
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ITEM 4.
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PURPOSE OF THE TRANSACTION
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On July 14, 2017, the Issuer entered into a preferred stock
repurchase agreement (the “Preferred Stock Repurchase Agreement”) with 1347 Investors pursuant to which (a) the Issuer
purchased from 1347 Investors a total of 120,000 shares of the Issuer’s Class A Preferred Stock, par value $0.0001 per share
(the “Preferred Stock”), for an aggregate sum of approximately $4,092,153 in cash, (b) for a period of six months after
such repurchase, the Issuer will have the right to repurchase from 1347 Investors in one or more transactions all or a portion
of the remaining 280,000 shares of Preferred Stock owned by 1347 Investors for a purchase price equal to 130% of the liquidation
value per share plus 130% of any and all accrued but unpaid dividends thereon as of the date of closing of the purchase of such
shares and (c) 1347 Investors will not, with respect to the 509,500 shares of common stock held in escrow pursuant to its current
lock-up arrangement that is to expire on July 20, 2017, sell or otherwise transfer such shares of common stock during the period
from such expiration and ending on October 20, 2017.
The repurchase was funded through borrowings under the Issuer’s
revolving credit facility and closed on July 14, 2017. The Issuer intends to retire the repurchased shares.
The foregoing description of the Preferred Stock Repurchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of thereof, which are
included as Exhibit 1 to this Amendment No. 3 and is incorporated by reference herein.
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ITEM 5.
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INTERESTS OF SECURITIES OF THE ISSUER.
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(a) and (b) The information contained on the cover pages to
this Amendment No. 3 is incorporated herein by reference.
(c) Except for the transactions described in Item 4 of this
Amendment No. 3, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of Common Stock.
(d) None.
(e) Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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The information set forth in Items 4 and 5 hereof is hereby
incorporated by reference into this Item 6, as applicable.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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1.
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Preferred Stock Repurchase Agreement, dated July 14, 2017, by and between 1347 Investors LLC and Limbach Holdings, Inc. (incorporated
by reference to the Current Report on Form 8-K (File No. 1-36541) filed with the SEC on July 17, 2017.
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SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 24, 2017
1347 Investors LLC
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By:
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/s/ Larry G. Swets, Jr
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Name: Larry G. Swets, Jr.
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Title: Manager
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By:
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/s/ D. Kyle Cerminara
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Name:
D. Kyle Cerminara
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Title: Manager
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Larry G. Swets, Jr.
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/s/ Larry G. Swets,
Jr
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Larry G. Swets, Jr., individually
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D. Kyle Cerminara
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/s/ D. Kyle Cerminara
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D. Kyle Cerminara, individually
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