OMB Number 3235-0145
United States
Securities and Exchange Commission
Washington DC 20549
Schedule 13D/A
Under the Securities and Exchange Act of 1934
Amendment No. 3
IMPAC MORTGAGE HOLDINGS, INC.
Name of Issuer
common stock
Title of Class of Securities
45254P102
CUSIP Number
Howard Amster, 23811 Chagrin Blvd., Suite 200
Beachwood, Ohio 44122-5525, 216 595-1047
Name, address and telephone number of person authorized
to receive notices and communications.
October 14, 2008
Date of event which requires filing of this statement.
If this 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) (f) or (g), check the
following box / /.
Note: Scheduled 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 who 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 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).
1 Name of Reporting Person Howard Amster
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting 3,735,670
Beneficially
Owned By Each 8 Shared Voting 2,104,285
Reporting Person
With 9 Sole Dispositive 3,735,670
10 Shared Dispositive 2,104,285
11 Aggregate Amount Beneficially owned 4,353,290
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 5.72 %
14 Type of Reporting Person IN
1 Name of Reporting Person Amster Limited Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 2,400
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 2,400
11 Aggregate Amount Beneficially owned 2,400
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.00 %
14 Type of Reporting Person PN
1 Name of Reporting Person Amster Trading Company
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 2,020,385
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 2,020,385
11 Aggregate Amount Beneficially owned 545,720
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.71 %
14 Type of Reporting Person CO
1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrusts
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds AF
5 Check if Disclosure
6 Citizenship USA
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 1,474,665
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 1,474,665
11 Aggregate Amount Beneficially owned 1,474,665
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 1.94 %
14 Type of Reporting Person OO
1 Name of Reporting Person Samuel J Heller
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds PF
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 12,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 12,000
11 Aggregate Amount Beneficially owned 12,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person IN
1 Name of Reporting Person Samuel J Heller Irrevocable Trust
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds OO
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 12,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 12,000
11 Aggregate Amount Beneficially owned 12,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.02 %
14 Type of Reporting Person OO
1 Name of Reporting Person Pleasant Lake Apts. Corp.
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds WC
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 44,500
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 44,500
11 Aggregate Amount Beneficially owned 44,500
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.06 %
14 Type of Reporting Person CO
1 Name of Reporting Person Pleasant Lake Apts. Ltd.
Partnership
2 If a member group a) / /
b) /X/
3 SEC Use only
4 Source of Funds 00
5 Check if Disclosure
6 Citizenship U.S.A.
Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 25,000
Reporting Person
With 9 Sole Dispositive
10 Shared Dispositive 25,000
11 Aggregate Amount Beneficially owned 25,000
12 Check if Aggregate Amount (11) Excludes Certain Shares
13 Percent of Class Represented by amount in row (11) 0.03 %
14 Type of Reporting Person 00
This is the third amendment to Schedule 13D for IMPAC
Mortgage Holdings, Inc.
Item 2. Identity and Background
Mr. Amster on 12/26/06 and 01/02/07 gifted
18,900 shares to various individuals. Mr. Amster
disclaims ownership, shared voting, dispositive,
pecuniary interest in the shares gifted. Those individuals
are not part of this member group and do not have any
ownership, shared voting, dispositive, pecuniary
interest in Mr. Amster's holdings.
Item 3. Source and Amount of Funds or Other Consideration
Howard Amster, in his personal and individual retirement
accounts received 5,900 payment in kind shares (PIK),
bought 531,300 common shares, gifted 18,900, sold
1,296,580 common shares. The purchases were with
personal funds without borrowing. The total
consideration for the purchases and PIK reported
on this amendment is $ 3,852,802.88 bringing
Howard Amster's total investment to $ 52,785,579.81.
Amster Limited Partnership purchased 2,400 common
commons shares with working capital without borrowing.
The total consideration for this purchase is $ 21,285.50
Amster Trading Company purchased an additional
87,200 common shares, received a PIK distribution of
244,335 common shares. The purchases
were with working capital without borrowing. The total
consideration for the purchases and PIK reported on this
amendment is $ 737,901.00 bringing Amster Trading
Company's total investment to $ 2,416,582.54.
Amster Trading Company Charitable Remainder Unitrusts
distributed as payment in kind (PIK) 244,335 common shares,
purchased an additional 525,000 common shares with trust assets
without borrowing. The total consideration for the purchase
reported on this amendment is $ 1,659,797.30 bringing Amster
Trading Company Remainder Unitrusts total investment
to $ 14,961,884.77.
Pleasant Lake Apts. Corp purchased an additional 9,500
common shares with working capital without borrowing.
The total consideration for this purchase is $ 29,104.50
bringing Pleasant Lake Apts. Corp. total investment to
$ 131,602.00.
Item 4. Purpose of Transaction
Howard Amster
Amster Limited Partnership
Amster Trading Company,
Amster Trading Company Charitable Remainder Unitrusts
Samuel J Heller
Samuel J. Heller Irrevocable Trust
Pleasant Lake Apts. Corp.
Pleasant Lake Apts. Ltd. Partnership
acquired their shares for purposes of
investment and may deemed to be a group.
There are no present plans or proposals by this group of
record or the beneficial owners as reported in this Schedule 13D which
relates to or would result in the following:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer provided, however,
the reporting persons might acquire additional shares or other securities
of the issuer or dispose of some or all of their shares depending upon
market conditions and their personal circumstances;
Item 5. Interest in Securities of the Issuer
Issuer's Form 10-Q/A Amendment No. 1 for fiscal year
ending June 30, 2008 references 76,096,392 shares of
common stock outstanding as of September 12, 2008.
(a)(b) The aggregate amount owned by this Reporting Group is
5,814,955 shares or 7.64 % of the outstanding shares.
Howard Amster in his name and individual retirement accounts
owns 3,735,670 shares or 4.91 % of the common outstanding shares.
Amster Limited Partnership owns 2,400 shares or
0.00 % of the common outstanding shares.
Amster Trading Company owns 545,720 shares or
0.71 % of the common outstanding shares.
Amster Trading Company Charitable Remainder Unitrusts
own 1,474,665 shares or 1.94 % of the common outstanding shares.
Samuel J Heller Irrevocable trust owns 12,000 shares
or 0.02 % of the common outstanding shares.
Pleasant Lake Apts. Ltd. Corporation owns 19,500 common
shares or 0.03 % of the common outstanding shares.
Pleasant Lake Apts. Ltd. Partnership owns 25,000 common
shares or 0.03 % of the common outstanding shares.
c) Description of Transactions
Executed on listed stock exchange, over the
counter as open market transactions with
JP Morgan Clearing Corp formerly Bear,Stearns
or on Midwest Stock Exchange with Cheevers
where shown. Included in table are
PIK and gift distributions.
Identity Date Shares Price
Buys
Howard Amster 01/23/07 150,000 8.5514
and his 02/05/07 46,400 8.5162
Individual 02/12/07 46,900 7.8212
Retirement Accounts 02/14/07 34,000 8.3683
02/15/07 61,200 8.266
02/23/07 5,100 6.9235
02/23/07 59,400 7.3621
03/28/07 23,400 4.4677
03/28/07 100 4.45
03/28/07 20,000 4.4942
03/28/07 4,000 4.4985
03/28/07 10,000 4.88
03/29/07 12,500 4.377
03/29/07 20,000 4.4841
03/29/07 10,000 4.5008
07/27/07 28,300 3.06 MDW
12/20/07 5,900 .70 PIK Distribution
Amster Limited 12/28/06 2,400 8.85
Partnership
Amster Trading 07/27/07 87,200 3.06 MDW
Company 12/20/07 244,335 .70 PIK
Amster Trading 02/14/07 36,000 8.3683
Company Charitable 07/30/07 180,000 2.97 MDW
Remainder Unitrusts 07/30/07 100,000 2.90 MDW
07/31/07 150,000 2.56 MDW
07/31/07 59,000 2.53 MDW
Pleasant Lake Apts. 07/27/07 9,500 3.06 MDW
Corporation
Ramat Securities 12/05/06 3,000 9.628
Ltd. 12/07/06 3,000 9.48
12/18/06 7,800 9.20487
02/13/07 76,400 8.12181
02/14/07 42,000 8.30661
08/03/07 3,000 1.66
Toval Financial, Inc. 02/15/07 3,500 8.26
Tova Financial, Inc. 02/05/07 123 8.47
Charitable 02/23/07 2,600 7.3621
Remainder Unitrust
Sells
Howard Amster 12/26/06 15,000 Gifted
01/02/07 3,900 Gifted
08/03/07 134,800 1.6687
08/06/07 19,410 1.4581
08/07/07 94,700 1.3075
08/08/07 39,800 1.7463
08/09/07 8,800 1.5901
08/10/07 208,100 1.6872
08/13/07 81,970 1.6337
08/14/07 59,500 1.4065
08/17/07 9,700 1.7658
08/21/07 30,700 1.6285
08/22/07 74,200 1.6875
10/11/07 48,000 1.579
10/12/07 50,000 1.5531
10/15/07 26,000 1.4596
10/16/07 67,000 1.4066
02/01/08 28,400 1.7328
02/04/08 27,000 1.8715
09/26/08 57,500 .3596
10/01/08 20,000 .3023
10/03/08 40,000 .3526
10/06/08 36,000 .2592
10/07/08 22,000 .2654
10/08/08 10,000 .2413
10/10/08 9,400 .1734
10/14/08 36,900 .2112
10/15/08 11,800 .2034
10/16/08 44,900 .1854
Howard Amster 12/20/07 5,900 .70 PIK Distribution
2005 Charitable
Remainder Unitrust
Amster Trading 12/20/07 244,335 .70 PIK
Company Charitable
Remainder Unitrusts
Let's Get Organized 03/06/07 700 1.4581
Ramat Securities 02/28/07 5,000 6.58
Ltd. 02/28/07 40,000 6.554
03/28/07 60,000 4.46186
03/29/07 40,300 4.42513
07/27/07 125,000 3.06 MDW
07/30/07 100,000 2.90 MDW
07/30/07 180,000 2.97 MDW
07/31/07 59,000 2.53 MDW
07/31/07 150,000 2.56 MDW
08/03/07 3,000 1.66266
Toval Financial, Inc. 08/06/07 22,400 1.4581
Tova Financial, Inc. 08/07/07 9,753 1.4581
Charitable
Remainder Unitrust
ZAK Group LLC 08/07/07 6,300 1.4581
David Zlatin 08/07/07 7,965 1.4581
in his various
individual and
retirement accounts
David Zlatin and 08/07/07 8,000 1.4581
Gilda Zlatin JTWROS
Gilda Zlatin 08/07/07 2,322 1.4581
in her individual
retirement accounts
e)
These former members sold all their IMPAC
Mortgage Holdings, Inc. common shares and
are not part of this member group.
Howard Amster 2005 CRUT
Tova Financial, Inc.
Tova Financial, Inc. CRUT
Let's Get Organized, Inc.
Ramat Securities, Ltd.
ZAK Group, Ltd.
David Zlatin
David Zlatin and Gilda Zlatin
Gilda Zlatin
They disclaim ownership, shared voting, dispositive,
pecuniary interest in any IMPAC Mortgage Holdings,
Inc. common shares owned by the current filers.
Signature After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: 10/17/08
/s/
Howard Amster
/s/
Amster Limited Partnership
By: Howard Amster
Title: General Partner
/s/
Amster Trading Company
By: Howard Amster
Title: President
/s/
Amster Trading Company Charitable Remainder Unitrusts
By: Howard Amster
Title: Trustee
/s/
Samuel J Heller
/s/
Samuel J Heller Irrevocable Trust
By: Howard Amster
Title: Trustee
/s/
Pleasant Lake Apts. Corp.
By: Howard Amster
Title: President
/s/
Pleasant Lake Apts. Ltd. Partnership
By: Pleasant Lake Apts. Corp., Howard Amster, President
Title: Its General Partner