SC 13D/A 1 impact13da.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D Under the Securities and Exchange Act of 1934 (Amendment No. 2)* Impac Mortgage Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45254P-10-2 (CUSIP Number) Howard Amster, 23811 Chagrin Blvd, Suite 200 Beachwood, OH 44122-5525 (216) 595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2002 (Date of Event which Requires Filing of this Statement) If this filing person has previously filed a statement on Schedule 13G to report this acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. This 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 of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting 1,248,300 Beneficially Owned By Each Reporting Person With 8 Shared Voting 135,400 9 Sole Dispositive 1,248,300 10 Shared Dispositive 135,400 11 Aggregate Amount Beneficially owned 1,450,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 3.69 % 14 Type of Reporting Person IN 1 Name of Reporting Person Amster Trading Company 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings is Required 6 Citizen or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting Person With 8 Shared Voting 89,600 9 Sole Dispositive 10 Shared Dispositive 89,600 11 Aggregate Amount Beneficially owned 26,000 12 Check if Aggregate Amount (11) Excludes Certain shares 13 Percent of Class Represented by amount in row (11) .06 % 14 Type of Reporting Person CO 1 Name of Reporting Person Amster Trading Company Charitable Remainder Unitrusts 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares Beneficially Owned 7 Sole Voting By Each Reporting Person With 8 Shared Voting 63,600 9 Sole Dispositive 10 Shared Dispositive 63,600 11 Aggregate Amount Beneficially owned 63,600 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class represented by amount in row (11) .16 % 14 Type of Reporting Person OO 1 Name of Reporting Person Howard Amster & Tamra F. Gould Charitable Remainder Unitrust 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds AF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting 8 Shared Voting 22,800 Person with 9 Sole Dispositive 10 Shared Dispositive 22,800 11 Aggregate Amount Beneficially owned 22,800 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .06 % 14 Type of Reporting Person OO 1 Name of Reporting Person Tamra F. Gould 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting 17,000 Beneficially Owned By Each Reporting Person With 8 Shared Voting 9 Sole Dispositive 17,000 10 Shared Dispositive 11 Aggregate Amount Beneficially owned 17,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class represented by amount in row (11) .04 % 14 Type of Reporting Person IN 1 Name of Reporting Person Pleasant Lake Apts. Corp 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of shares 7 Sole Voting Beneficially Owned By Each Reporting Person With 8 Shared Voting 23,000 9 Sole Dispositive 10 Shared Dispositive 23,000 11 Aggregate Amount Beneficially owned 23,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .06 % 14 Type of Reporting Person CO 1 Name of Reporting Person Pleasant Lakes Apts. Limited Partnership 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting Person With 8 Shared Voting 23,000 9 Sole Dispositive 10 Shared Dispositive 23,000 11 Aggregate Amount Beneficially owned 23,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .06% 14 Type of Reporting Person OO 1 Name of Reporting Person Ramat Securities Ltd 2 If a member of a group a) / / b) /X/ 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings is Required 6 Citizenship or Place of Organization USA Number of Shares 7 Sole Voting Beneficially Owned By Each Reporting Person With 8 Shared Voting 152,700 9 Sole Dispositive 10 Shared Dispositive 152,700 11 Aggregate Amount Beneficially owned 152,700 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) .39 % 14 Type of Reporting Person BD There are no changes to the Schedule 13D, as amended except as set forth in this second amendment. Item 2. Identity and Background Howard Amster has been appointed successor trustee to the Howard Amster & Tamra F. Gould Charitable Remainder Unitrust and to the Amster Trading Company Charitable Remainder Unitrusts on April 30, 2001. Mr. Amster can be deemed to have sole voting and sole dispositive power over these trusts. Mr. Amster disclaims beneficial ownership of the securities owned by these trusts. a) Howard Amster, as trustee for: Howard Amster and Tamra F. Gould Charitable Remainder Unitrust, Amster Trading Company Charitable Remainder Unitrusts b) 25812 Fairmount Blvd., Beachwood, OH 44122-2214 c) Present principal occupation-Principal, Ramat Securities Ltd., securities firm, 23811 Chagrin Blvd #200, Beachwood, OH 44122-5525 d) Howard Amster has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Howard Amster has not been a party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of schedule 13D within the last five years. f) U.S.A. Item 3. Source and Amount of Funds or Other Consideration Howard Amster, in his personal and retirement accounts purchased all shares without borrowing. The total consideration for the purchases reported on this amendment is $ 123,095.50 bringing Mr. Amster's total investment to $ 4,544,228.29. Amster Trading Company Charitable Remainder Unitrusts purchased all Impac Mortgage shares with trust assets without borrowing. The total consideration for the purchases reported on this amendment is $ 15,057.50 bringing Amster Trading Company Charitable Remainder Unitrusts' total investment to $ 219,229.73. The Howard Amster and Tamra F. Gould Charitable Remainder Unitrust purchased all Impac Mortgage Holdings shares with trust assets without borrowing. The total consideration for the purchases reported on this amemdment is $ 15,453.50 bringing the Howard Amster and Tamra F. Gould Charitable Remainder Unitrust's total investment to $ 65,333.10 Ramat Securities Ltd purchased all Impac Mortgage shares with working capital without borrowing. The total consideration for the purchases reported on this amendment is $ 80,732.00 bringing Ramat Securities Ltd's total investment to $ 602,264.29. Item 4 Purpose of Transaction Impac Mortgage Holdings, Inc. on February 7, 2002 issued 7,300,000 additional common shares bringing their total common shares outstanding to 39,302,829. As a consequence of Impac Mortgage Holdings, Inc. increased shares outstanding, Howard Amster, Amster Trading Company, Amster Trading Company Charitable Remainder Unitrusts, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Tamra F. Gould, Pleasant Lake Apts. Limited Partnership and Ramat Securities Ltd. as a member group ceased to be the beneficial owners of more than five percent of the common stock of Impac Mortgage Holdings, Inc. Item 5. Interest in Securities of the Issuer (a)(b) The aggregate amount owned by the Reporting Persons is 1,553,400 shares or 3.95 % of the outstanding shares. Howard Amster in his own name and individual retirement accounts owns 1,248,300 shares or 3.18 % of the outstanding shares. Amster Trading Company owns 26,000 shares or 0.06 % of the outstanding shares. Amster Trading Company Charitable Remainder Unitrusts own 63,600 Shares or .16 % of the outstanding shares. Howard Amster & Tamra F. Gould Charitable Remainder Unitrust owns 22,800 shares or 0.06 % of the outstanding shares. Tamra F. Gould owns in her individual retirement account 17,000 shares or .04 % of the outstanding shares. Pleasant Lake Apts Limited Partnership 23,000 shares or 0.06 % of the outstanding shares. Ramat Securities Ltd owns 152,700 shares or .39 % of the outstanding shares. c) Description of Transactions Shares were purchased as open market transactions except for one sale as noted below.

Identity Date Shares Price Executing Broker Howard Amster & 11/22/00 1,600 1.91 Bear Stearns his Individual 12/01/00 4,100 1.96 Bear Stearns Retirement 12/01/00 56,500 1.96 Bear Stearns Accounts Sold-- 07/20/01 7,600 Sold 7.5479 Bear Stearns Amster Trading Company 12/01/00 7,600 1.96 Bear Stearns Remainder Unitrusts Howard Amster & Tamra F. Gould 12/01/00 7,800 1.96 Bear Stearns Charitable Remainder Unitrust Ramat Securities Ltd 11/22/00 500 1.92 Bear Stearns 11/24/00 700 1.96 Bear Stearns 12/01/00 40,000 1.93 Bear Stearns

e) Howard Amster, Amster Trading Company, Amster Trading Company Charitable Remainder Unitrusts, Howard Amster & Tamra F. Gould Charitable Remainder Unitrust, Tamra F. Gould, Pleasant Lake Apts. Corp., Pleasant Lake Apts. Limited Partnership, and Ramat Securities Ltd. ceased to be beneficial owners of more than 5 % of Impac Mortgage Holdings, Inc. common stock on February 7, 2002. 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 2/14/2002 Howard Amster Amster Trading Company By: Howard Amster Title: President Amster Trading Company Charitable Remainder Unitrusts By: Howard Amster Title: Trustee Howard Amster & Tamra F. Gould Charitable Remainder Unitrust By: Howard Amster Title: Trustee Tamra F. Gould Pleasant Lake Apts. Corp By: Howard Amster Title: President Pleasant Lake Apts. Limited Partnership By: Howard Amster Title: President of Pleasant Lake Apts. Corp., the General Partner Ramat Securities Ltd. By: David Zlatin Title: Principal