IES Holdings Inc.

11/29/2024 | Press release | Distributed by Public on 11/29/2024 16:15

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GENDELL JEFFREY L ET AL
2. Issuer Name and Ticker or Trading Symbol
IES Holdings, Inc. [IESC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
1 SOUND SHORE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2024
(Street)
GREENWICH, CT 06830
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 11/27/2024 A 50,000(1) A $ 0 10,984,845 I See Footnotes(2)(3)(4)(5)(6)
Common Stock, par value $0.01 per share 11/27/2024 A 1,107(7) A $ 0 10,985,952 I See Footnotes(2)(3)(4)(5)(6)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GENDELL JEFFREY L ET AL
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X X Chief Executive Officer
TONTINE CAPITAL PARTNERS L P
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X
TONTINE CAPITAL MANAGEMENT LLC
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X
TONTINE MANAGEMENT LLC
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X
TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P.
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X
TONTINE ASSET ASSOCIATES, L.L.C.
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X
Tontine Associates, LLC
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X
Tontine Capital Overseas GP, LLC
1 SOUND SHORE DRIVE
GREENWICH, CT 06830
X

Signatures

Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date
Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date
Tontine Capital Overseas Master Fund II, L.P., By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date
Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date
Tontine Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date
Tontine Capital Overseas GP, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date
/s/ Jeffrey L. Gendell 11/29/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On November 27, 2024, Mr. Gendell was granted an award of Phantom Stock Units ("PSUs") pursuant to the IES Holdings, Inc. 2006 Equity Incentive Plan, as amended and restated (the "2006 Equity Incentive Plan"). Each PSU represents a contractual right in respect of one share of the Issuer's Common Stock. The 50,000 PSUs granted to Mr. Gendell on November 27, 2024 (the "Special Time-Based PSUs") are divided into two equal tranches and will vest upon the continued performance of services through the respective scheduled vesting dates. The first tranche of Special Time-Based PSUs is scheduled to vest on December 1, 2026 and the second tranche of Special Time-Based PSUs is scheduled to vest on December 1, 2027.
(2) This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine Capital Overseas Master Fund II, L.P., a Delaware limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA"), Tontine Associates, L.L.C., a Delaware limited liability company ("TA"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; (b) TM; (c) TAA, the general partner of TCP 2; (d) TA; and (e) TCO.
(3) TCP directly owns 5,617,723 shares of Common Stock, TCM directly owns 1,910,529 shares of Common Stock, TM directly owns 1,410,162 shares of Common Stock, TCP 2 directly owns 1,010,506 shares of Common Stock, TAA directly owns 96,891 shares of Common Stock, TA directly owns 642,057 shares of Common Stock, TCO directly owns 47,284 shares of Common Stock, Mr. Gendell directly owns 149,802 shares of Common Stock and 97,635 PSUs granted to him pursuant to the 2006 Equity Incentive Plan, and Mr. Gendell's adult children own 3,363 shares of Common Stock through trusts for which Mr. Gendell acts as trustee.
(4) All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP may be deemed to be beneficially owned by TCM. The foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA.
(5) Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TM, TCP 2, TAA, TA and TCO. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP.
(6) TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2. TA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TA. TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM. TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO.
(7) On November 27, 2024, Mr. Gendell was granted an additional award of PSUs pursuant to the 2006 Equity Incentive Plan. The 1,107 PSUs granted to Mr. Gendell on November 27, 2024 (the "Regular Time-Based PSUs") will vest upon the continued performance of services through the scheduled vesting date. The Regular Time-Based PSUs are scheduled to vest on the earlier of (i) December 15, 2027 and (ii) the date that the Issuer files its Annual Report on Form 10-K for its fiscal year ending September 30, 2027.
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