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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

Commission File Number: 1-14100

IMPAC MORTGAGE HOLDINGS, INC.(Exact name of registrant as specified in its charter)

Maryland

33-0675505(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)


19500 Jamboree Road, Irvine, California 92612(Address of principal executive offices)

(949) 475-3600(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredCommon Stock, $0.01 par value

NYSE MKT


Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a
smaller reporting company)

Smaller reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act
Rule 12b-2) Yes o No ý

As of June 30, 2012, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $15.6 million, based on
the closing sales price of common stock on the NYSE MKT on that date. For purposes of the calculation only, all directors and executive officers of the registrant have been deemed affiliates. There
were 8,662,074 shares of common stock outstanding as of April 26, 2013.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or parts thereof) are incorporated by reference into the following parts of this
Form 10-K/A:

None.

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EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this "Amendment") amends the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 (the "Original Filing"), originally filed with the Securities and Exchange Commission (the "SEC") on March 12, 2013, of Impac Mortgage Holdgins, Inc. Because we
do not expect to file our definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2012, we are filing this Amendment to provide the information
required by Items 10, 11, 12, 13 and 14 of Part III of the SEC's Form 10-K and not included in the Original Filing.

As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment includes as exhibits the certifications required of our principal executive officer
and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. We have included Part IV, Item 15 in this Amendment solely to reflect the filing of these
exhibits with this Amendment. We are not including certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

No
attempt has been made with this Amendment to modify or update the other disclosures presented in the Original Filing, including the exhibits thereto, except that we have updated the number of
outstanding shares of our common stock on the cover page of this Amendment. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and
our other filings made with the SEC.

Unless
otherwise noted or as the context otherwise requires, the term "the Company," "we," "us," or "our" refers to Impac Mortgage Holdings, Inc. and its subsidiaries.

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IMPAC MORTGAGE HOLDINGS, INC.2012 FORM 10-K ANNUAL REPORT  (Amendment No. 1)  TABLE OF CONTENTS



PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

1ITEM 11.

EXECUTIVE COMPENSATION

4ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

8ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

10ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

11PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

12SIGNATURES

13


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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

NAME

AGE

POSITIONJoseph R. Tomkinson

65

Chairman of the Board and Chief Executive OfficerWilliam S. Ashmore

63

President and DirectorTodd R. Taylor

48

Executive Vice President and Chief Financial OfficerRonald M. Morrison

62

General Counsel, Executive Vice President and SecretaryJames Walsh

63

DirectorFrank P. Filipps

65

DirectorStephan R. Peers

60

DirectorLeigh J. Abrams

70

Director


Joseph R. Tomkinsonhas been Chairman of the Board since April 1998 and Chief Executive Officer and a Director of the Company since its formation in
August 1995. Mr. Tomkinson was also an officer and director of a real estate investment trust investing in commercial mortgage assets and a specialty finance company until its sale.
Mr. Tomkinson brings over 35 years of combined experience in real estate, real estate financing and mortgage banking. The Company believes that Mr. Tomkinson's financial and
business expertise, including his past senior executive positions and operating experience with real estate and finance companies, give him the qualifications and skills to serve as a director.

William S. Ashmorehas been President of the Company since August 1995 and a Director since July 1997. Mr. Ashmore also served as the Chief
Operating Officer from August 1995 to May 2006. Mr. Ashmore has over 35 years of combined experience in real estate, asset liability management, risk management, and mortgage banking.
Mr. Ashmore received a B.S. degree in Psychology from the University of California at Los Angeles in 1971 and a Master's degree in Social Psychology from California State University at
Northridge in 1974. The Company believes that Mr. Ashmore's real estate, financial and business expertise give him the qualifications and skills to serve as a director.

Todd R. Taylorwas appointed to the position of Interim Chief Financial Officer in February 2008 and was then appointed Chief Financial Officer and
Executive Vice President in November 2008. Mr. Taylor joined IMH in October 2004 as the Senior Vice President, Controller and served in this position until he was promoted to Senior Vice
President and Director of Accounting in June 2006. Mr. Taylor served as the Senior Vice President and Director of Accounting until October 2007 when he was promoted to Chief Accounting Officer
in October 2007. Prior to joining IMH, Mr. Taylor served as the Chief Financial Officer and Secretary for Primal Solutions, Inc. from August 2003 until October 2004. Mr. Taylor
earned his B.A. degree in Business from California State University at Fullerton and is a certified public accountant.

Ronald M. Morrisonbecame General Counsel in July 1998 and was promoted to Executive Vice President in August 2001. In July 1998 he was also elected
Secretary of IMH and in August 1998 he was elected Secretary of our mortgage operations and our warehouse lending operations. Mr. Morrison received his B.A. degree in History in 1973 from the
University of California Los Angeles and his Juris Doctor degree in 1976 from Pepperdine University.

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James Walshhas been a Director of IMH since August 1995. Since January 2000, he has been Managing Director of Sherwood Trading and Consulting
Corporation. The Company believes that Mr. Walsh's financial and business expertise, including his past senior executive positions and operating experience with large, complex organizations
give him the qualifications and skills to serve as a director.

Frank P. Filippshas been a Director of IMH since August 1995. From April 2005 to July 2008, Mr. Filipps was Chairman and Chief Executive Officer
of Clayton Holdings, Inc., a mortgage services company. From June 1999 to April 2005, Mr. Filipps was Chairman and Chief Executive Officer of Radian Group, Inc. (NYSE: RDN) and
its principal subsidiary, Radian Guaranty, Inc., which were formed through a merger of Amerin and Commonwealth Mortgage Assurance Company. Mr. Filipps has been a director of Primus
Guaranty, Ltd. (NYSE: PRS), a holding company primarily engaged in selling credit protection against investment grade credit obligations of corporate and sovereign entities, since September
2004, a director of Fortegra Financial Corp (NYSE: FRF), an insurance services company, since December 2010, and a director of Orchid Island Capital (NYSE: ORC), a specialty finance company that
invests in residential mortgage-backed securities, since February 2013. Mr. Filipps received a B.A. in Economics in 1969 from Rutgers University and a Master's degree in Corporate Finance and
International Business in 1972 from New York University. The Company believes that Mr. Filipps's financial and business expertise, including a diversified background of managing companies and
his past senior executive positions and operating experience with real estate-related and mortgage services companies, give him the qualifications and skills to serve as a director.

Stephan R. Peershas been a Director of IMH since October 1995. Since January 2005, Mr. Peers has been an independent financial advisor. From
September 2001 to January 2005, Mr. Peers was a Managing Director of Sandler O'Neill & Partners, LP practicing corporate finance covering financial institutions. Mr. Peers
received a B.S. in Civil Engineering from Manhattan College in 1974, a M.S. in Industrial Engineering from Stanford University in 1975 and an M.B.A. from Stanford University in 1979. The Company
believes that Mr. Peers' financial and business expertise, including his past senior executive positions and operating experience with corporate finance companies, give him the qualifications
and skills to serve as a director.

Leigh J. Abramshas been a Director of IMH since April 2001 and lead independent director since June 2004. Mr. Abrams became Chairman of the
Board of Drew Industries Incorporated (NYSE: DW), which manufactures a wide variety of components for recreational vehicles and manufactured homes, in January 2009. Prior to that, since August 1979,
Mr. Abrams previously served as the President and Chief Executive Officer of Drew, from which positions he resigned in May 2008 and December 2008, respectively, to become Chairman of the Board
of Drew. Mr. Abrams has served as a director of Drew Industries since August 1979. Mr. Abrams, a CPA, has over 35 years of experience in corporate finance, mergers and
acquisitions, and operations. Mr. Abrams received a B.A. in Accounting from Baruch College in 1964. The Company believes that Mr. Abrams' financial and business expertise, including his
past senior executive positions and operating experience with large, complex organizations, give him the qualifications and skills to serve as a director.

Family Relationships

There are no family relationships between any of the directors or executive officers of IMH.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of a registered class of our
equity securities, to file reports of ownership of such securities with the SEC. Directors, executive officers and greater than 10% beneficial owners are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To our knowledge, based solely

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on
review of the copies of such reports furnished to us during the fiscal year ended December 31, 2012, all Section 16(a) filing requirements applicable to our executive officers,
directors and greater than 10% stockholders were satisfied by such persons except for the following: Richard H. Pickup, a stockholder of the Company, filed a late Form 3 reporting his share
holdings when he became a more than 10% stockholder and a late Form 4 reporting 21 late transactions.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics. This code of ethics applies to our directors, executive officers and employees. This code of
ethics is publicly available in the corporate governance section of the stockholder relations page of our website located at www.impaccompanies.com and in print upon request to the Secretary at Impac
Mortgage Holdings, Inc., 19500 Jamboree Road, Irvine, California, 92612. If we make amendments to the code of ethics or grant any waiver that the SEC requires us to disclose, we will disclose
the nature of such amendment or waiver on our website.

Recommendation of Nominees to Our Board of Directors

Information concerning our procedures by which stockholders may recommend nominees to our board of directors is set forth in our proxy statement
relating to our 2012 Annual Meeting of Stockholders under the heading "Corporate Governance and Board MattersThe Director Nomination Process." We have not made any material changes to
these procedures since they were last disclosed in our proxy statement.

Audit Committee and Financial Expert

The Audit Committee of the Board of Directors consists of four directors, all of whom are independent pursuant to the Director Independence Standards
of the NYSE MKT and other SEC rules and regulations applicable to audit committees. The following directors are currently members of the Audit Committee: Frank P. Filipps, who serves as the chairman,
Leigh J. Abrams, Stephan R. Peers and James Walsh. The Board of Directors has determined that Frank P. Filipps qualifies as an audit committee financial expert, as such term is defined by
Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following table presents compensation earned by our executive officers for the years ended December 31, 2012 and 2011 (the "Named
Executive Officers"). The compensation of Messrs. Tomkinson and Ashmore is based on each of their employment
agreements in effect during 2012, which are further described below under "Employment Agreements."

Summary Compensation Table

Name and Principal Position

Year

Salary
($)

Bonus
($)

Option
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation
($)(5)

All Other
Compensation
($)(6)

Total
($)Joseph R. Tomkinson


2012


600,000





395,168


1,007,500
(2)

14,400


2,017,068Chairman of the Board and Chief Executive Officer


2011


600,000









(2)

14,400


614,400William S. Ashmore


2012


600,000





395,168


1,007500
(3)

14,400


2,017,068President


2011


600,000









(3)

14,400


614,850Ronald M. Morrison


2012


385,000


192,500
(4)

324,240





5,750


907,490General Counsel and Secretary


2011


390,000


192,500
(4)







6,000


588,500


Option Grants During 2012

The following table presents option awards granted to the Named Executive Officers during the year ended December 31, 2012 pursuant to the
Company's 2010 Omnibus Incentive Plan, as amended. All of

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the
options expire on November 27, 2022 and vest annually in one-half increments beginning on November 27, 2013.

Name

Grant Date

Option Awards:
Number of Securities
Underlying Options (#)

Exercise
Price of Option
Awards ($/Sh)Joseph R. Tomkinson
Chairman of the Board and
Chief Executive Officer


11/27/2012


29,250


13.81William S. Ashmore
President


11/27/2012


29,250


13.81Ronald M. Morrison
General Counsel and Secretary


11/27/2012


24,000


13.81


Outstanding Equity Awards at December 31, 2012

The following table sets forth the outstanding stock options for each of our Named Executive Officers as of December 31, 2012.

OUTSTANDING OPTION AWARDS AT DECEMBER 31, 2012

OPTION AWARDSName

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price ($)

Option
Expiration
DateJoseph R. Tomkinson


200,000





0.53


6/9/201932,000
(1)

16,000
(1)

2.73


12/3/2020


29,250


13.81


11/27/2022William S. Ashmore





16,000
(1)

2.73


12/3/2020


29,250


13.81


11/27/2022Ronald M. Morrison


4,000
(2)




217.7


6/22/2014


10,000
(1)

2.73


12/3/2020


24,000


13.81


11/27/2022


(1)These
awards were granted on December 3, 2010 and vest equally over a three year period beginning on 12/3/2011.(2)These
awards include DERs.


Employment Agreements

Joseph R. Tomkinson and William S. Ashmore

During 2011 and 2012, Mr. Tomkinson and Mr. Ashmore were each parties to employment agreements, which expired on December 31,
2012, pursuant to which they received a base salary of $600,000 per year and were eligible to receive an annual bonus in an amount equal to 7.5% of the Company's adjusted net earnings. The annual
bonus was subject to a cap in any calendar year in an amount equal to 2.5 times annual base salary; provided that there was no cap on the annual bonus if the officer pre-elected during any
year to receive 5% of adjusted net earnings during a year. For purposes of the annual bonus, "adjusted net earnings" means the net earnings available to common stockholders excluding (1) any

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adjustments
relating to change in fair value of net trust assets, change in fair value of long term debt and noncash level yield long term debt, (ii) any accrual already made with respect to
the officer's bonus compensation, (iii) any charge relating to amortization of deferred charges and (iv) any adjustment relating to lower of cost or market and repurchase liability of
the discontinued operations. Each officer was also eligible to receive an incentive bonus equal to 10% of the net gain arising from the sale or disposition of special items as identified by the Board
of Directors.

Ronald M. Morrison

In the event of termination of Mr. Morrison without cause, the Company has agreed to pay Mr. Morrison six months of his then current
base salary.

As
a Smaller Reporting Company, a compensation discussion and analysis is not required.

401(k) Plan

During 2012, we participated in the Impac Companies 401(k) Savings Plan for all full time employees with at least six months of service, which is
designed to be tax deferred in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The 401(k) Plan provides that each participant may contribute from 1% to 25% of his
or her salary pursuant to certain restrictions or up to $16,500 annually for 2012. We will contribute to the participant's plan account at the end of each plan year 50% of the first 4% of salary
contributed by a participant. Under the 401(k) Plan, employees may elect to enroll on the first day of any month, provided that they have been employed for at least six months. Subject to the rules
for maintaining the tax status of the 401(k) Plan, an additional company contribution may be made at our discretion, as determined by the Board of Directors. The discretionary contributions made to
the plan vest over a three year period. We recorded approximately $274 thousand for matching contributions and no discretionary contributions during 2012.

Compensation of Directors

The compensation of the Company's non-employee directors is described below.

Board Fees.The Company's non-employee directors are paid the following fees: (i) an annual fee of $40,000; (ii) a meeting fee of $2,500;
(iii) for services on the Audit Committee, the Compensation Committee and the Corporate Governance Committee, fees of $2,500, $1,000 and $1,000, respectively, per meeting; (iv) an annual
fee payable to the chairperson of each of the Audit Committee, the Compensation Committee and the Corporate Governance Committee of $20,000, $5,000 and $5,000, respectively; and (v) an annual
fee payable to the lead independent director of $10,000.

Equity Awards.Non-employee directors typically receive an annual equity award of options to purchase shares of the Company's common stock (the
"Director Stock Options"), or instead, at the election of the individual director, a number of shares of restricted Company common stock equal in value to the number of Director Stock Options (based
on the binomial value of the Director Stock Options) not taken by such director. No dividend equivalent rights will be issued with respect to the Director Stock Options granted, although the existing
dividend equivalent rights on prior option grants continue to be retained.

Special Services.From time to time, the Company's non-employee directors may be asked to engage in special director services, whether or not a
committee of the Board has been formed for such purpose. Such services have included and may include strategic reviews, strategic transaction oversight, independent major litigation oversight and like
matters involving substantially greater commitments of time from the relevant directors. In such circumstances, the directors engaged in such efforts may receive additional fees for the duration of
such service. Fees related to a special committee may be paid

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whether
or not the matter concludes in a transaction or other specific result and may be adjusted upward or downward based on the amount of work required and any other criteria the committee and Board
deem appropriate.

Set
forth below is the compensation earned for our non-employee directors during 2012. Messrs. Tomkinson and Ashmore received no additional compensation for their services as
directors.

Director Compensation For 2012

Name

Fees Earned or
Paid in Cash
($)(1)

Stock
Awards
($)(2)(3)

Option
Awards
($)(2)(4)

Total
($)James Walsh


119,000

$
82,860




$
201,860Frank P. Filipps


128,000

$
82,860




$
201,860Stephan R. Peers


119,000

$
82,860




$
201,860Leigh J. Abrams


122,000




$
162,120

$
284,120


Name

Option Awards:
Number of Securities
Underlying Options (#)

Exercise Price of
Option Awards ($)

Expiration DateJames Walsh


4,000


2.73


12/3/2020Frank P. Filipps


6,000


2.73


12/3/2020Stephan R. Peers


4,000


2.73


12/3/2020Leigh J. Abrams


6,000


2.73


12/3/202012,000


13.81


11/27/2022


Non-Employee Director Deferred Stock Unit Award Program

Effective December 1, 2010, the Company adopted the Non-Employee Director Deferred Stock Unit Award Program (the "DSU Program").
The DSU Program provides for the grant of deferred stock units ("DSUs") to non-employee directors pursuant to the 2010 Plan. Each DSU grant vests in substantially

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equal
annual installments, commencing with the first anniversary of the date of grant, subject to the director's continued service on the board of directors. Upon vesting, the DSUs continue to be held
in the director's stock account until payment becomes due. In the event a director is no longer a member of the board of directors prior to vesting, all DSUs that remain unvested terminate and are
forfeited. Dividends and other distributions on DSUs are credited to the director's stock account as if such DSUs were actual shares of common stock issued and outstanding. No interest is credited on
stock amounts. Dividends and distributions are converted, based on fair market value of the common stock, into DSUs and credited to the director's stock account. The board may, in its sole discretion,
waive vesting and forfeiture of DSUs. In the event a change in control, all outstanding DSUs are deemed fully vested. Directors receive a distribution of stock within thirty (30) days after the
date the director no longer serves on the board. The distribution will consist of one share of common stock for each DSU. Any shares of common stock issued are deemed issued under the 2010 Plan.

Risk Management

The Company faces a variety of operational and market risks, including interest rate risk, credit risk, liquidity risk and prepayment risk. The Board
of Directors believes an effective risk management system will (1) timely identify the material risks that the Company faces, (2) communicate necessary information with respect to
material risks to senior executives and, as appropriate, to the Board or Audit Committee, (3) implement appropriate and responsive risk management strategies consistent with Company's risk
profile, and (4) integrate risk management into Company decision-making.

The
Board has designated the Audit Committee to take the lead in overseeing risk management. The Audit Committee discusses with management the Company's major financial risk exposures and the steps
management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. The Audit Committee also reviews the significant reports to
management, including assessment of the Company's risk management processes and systems of internal controls.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us with respect to beneficial ownership of our common stock as of the April 26,
2013, on which 8,662,074 shares were outstanding, by (i) each director, (ii) each Named Executive Officer, (iii) each person known to us to beneficially own more than five percent
of our common stock, and (iv) all directors and executive officers as a group. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person,
shares of common stock subject to options held by that person that are currently exercisable or become exercisable within 60 days of April 26, 2013 are deemed outstanding even if they
have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated in the
footnotes to the table, the

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beneficial
owners named have, to our knowledge, sole voting and investment power with respect to the shares beneficially owned, subject to community property laws where applicable.

Name of Beneficial Owner(1)

Number of Shares Beneficially Owned

Percentage of Shares Beneficially OwnedRichard H. Pickup (2)


1,202,902


13.9
%Todd M. Pickup (3)


700,000


8.1
%IsZo Capital LP (4)


488,423


5.6
%Joseph R Tomkinson (5)


266,575


3.0
%William S Ashmore (6)


164,462


1.9
%Ronald M. Morrison (7)


18,892


*James Walsh (8)


26,377


*Leigh J Abrams (9)


26,710


*Stephan R Peers (10)


36,943


*Frank P Filipps (11)


19,810


*Directors and executive officers as a group (8 persons) (12)


585,127


6.6
%


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Equity Compensation Plan Information

Our current stock plan is the Company's 2010 Omnibus Incentive Plan (the "2010 Plan"), which was approved by our stockholders and became effective on
July 20, 2010. The 2010 Plan is administered by the Compensation Committee of the Company's Board of Directors, with participation and approval of the Board of Directors. Awards under the Plan
may include incentive stock options, nonqualified stock options, stock appreciation rights, restricted shares of common stock, restricted stock units, performance share or unit awards, other
stock-based awards and cash-based incentive awards.

As
a result of the approval of the 2010 Plan by the Company's stockholders, the Company's 2001 Stock Plan was frozen and no further grants or awards are under such plan. Further, all outstanding
awards under the 2001 Stock Option, Deferred Stock and Restricted Stock Plan, as well as the Company's 1995 Stock Option, Deferred Stock and Restricted Stock Plan (together, the "Prior Plans"), were
assumed by the 2010 Plan and are deemed to be awards granted and outstanding under the 2010 Plan (the "Assumed Options"). To the extent any of the Assumed Options are forfeited or canceled, shares of
common stock underlying those options will not be available for new awards under the 2010 Plan.

The
following table summarizes our equity compensation plan information as of December 31, 2012 with respect to outstanding awards and shares remaining available for issuance under our Plan.

Plan Category

Number of securities to
be issued upon exercise
of outstanding options
(A)

Weighted-average
exercise price of
outstanding options
(B)

Number of securities remaining
available for future issuance
(excluding securities in column (A)2010 Omnibus Incentive Plan approved by stockholders


880,795


7.85


25,236Equity compensation plans not approved by stockholders








Total


880,795


7.85


25,236


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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

There have been no transactions since the beginning of the Company's last fiscal year, nor are there any currently proposed transactions, in which
the Company was or is a participant and in which any related person (as defined in the SEC's rules) had or will have a direct or indirect material interest.

Board Member Independence

We are listed on the NYSE MKT and accordingly, we have applied the listing standards of the NYSE MKT in determining the "independence" of the members
of our Board of Directors. Based the listing standards of the NYSE MKT and after reviewing the relationships with members of our Board, our Board of Directors has determined, with the assistance of
the Corporate Governance and Nomination Committee that James Walsh, Frank P. Filipps, Stephan R. Peers and Leigh J. Abrams as independent members of the Board of Directors. The Governance and
Nomination Committee reviews with the Board

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at
least annually the qualifications of new and existing Board members, considering the level of independence of individual members, together with such other factors as the Board may deem appropriate,
including overall skills and experience. The Governance and Nomination Committee also evaluates the composition of the Board as a whole and each of its committees to ensure the Company's
on-going compliance with the independence standards of the NYSE MKT.

In
reviewing the independence of its Board members, the Board of Directors reviewed relationships with Mr. Walsh. During 2010, Mr. Walsh performed due diligence services for the Company
in connection with a proposed transaction for which he was paid $15,000. The Board of Directors, however, believes that Mr. Walsh's consulting services did not jeopardize his status as an
independent director. Based on the above facts and circumstances, the Board of Directors has determined that Mr. Walsh continues to qualify as an independent director applying the standards of
the NYSE MKT.

None
of the other non-employee directors currently have any material relationship with the Company, its parents or its subsidiaries (either directly or as a partner, stockholder or officer
of an organization that has a relationship with the Company, its parents or its subsidiaries).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

The following table sets forth the aggregate fees billed to us by Squar Milner for the years ended December 31, 2012 and 2011. Audit-related
fees include fees for an examination under section 1122 of Regulation AB for loan servicing as well as a separate examination of certain requirements of our master servicing policies and
procedures.

For the Year Ended December 31,2012

2011Audit fees

$
741,636

$
685,800Audit-related fees


32,400


75,600Tax fees





All other fees





Total

$
774,036

$
761,400


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Pre-Approval Policies and Procedures for Audit and Non-Audit Services

The Audit Committee pre-approves all auditing services and permitted non-audit services, including the fees and terms
thereof, to be performed by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the
Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members of
the Audit Committee when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to
grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. In pre-approving the services in 2012 and 2011 under audit related fees, tax
fees or all other fees, the Audit Committee did not rely on the de minimis exception to the SEC pre-approval requirements.

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Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3)
Exhibits

The
exhibits listed on the accompanying Exhibit Index are incorporated by reference into this Item 15 of this Annual Report on Form 10-K/A.

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 30th day of April 2013.

IMPAC MORTGAGE HOLDINGS, INC.by

/s/ JOSEPH R. TOMKINSON Joseph R. Tomkinson Chairman of the Board
and Chief Executive Officer


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Table of Contents

Exhibit Index

Exhibit Number

Description31.1

Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


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