UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number 001-11981

MMA CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

52-1449733
(I.R.S. Employer Identification No.)

3600 O’Donnell Street, Suite 600

Baltimore, Maryland 21224
(Address of principal executive offices,

including zip code)

(443) 263-2900
(Registrant’s telephone number, including area code)

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

Title of each class
Common Shares, no par value

Common Stock Purchase Rights

Trading Symbol(s)

MMAC

Name of each exchange on which registered
Nasdaq Capital Market

Nasdaq Capital Market

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

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

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files) Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☑	Smaller reporting company	☑

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of our common shares held by non-affiliates was $111,130,141 based on the closing sale price as reported on the Nasdaq Capital Market on June 30, 2020.

There were 5,742,286 shares of common shares outstanding at April 21, 2021.


EXPLANATORY NOTE			1

PART III				2

	Item 10.	Directors, Executive Officers and Corporate Governance		2

	Item 11.	Executive Compensation		9

	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		12

	Item 13.	Certain Relationships and Related Transactions, and Director Independence		13

	Item 14.	Principal Accountant Fees and Services		14

PART IV				16

	Item 15.	Exhibits and Financial Statement Schedules		16

	Item 16.	Form 10-K Summary		16

SIGNATURES			S-1


Name		Audit	Compensation	Governance
Mr. Francis X. Gallagher, Jr.** (former Chairman of the Board)	X		X	X
Ms. Lisa Kay***	Chair*		X	X
Mr. J. P. Grant III	X		X	Chair
Mr. Frederick W. Puddester	Chair*		Chair	X
Mr. Cecil E. Flamer	X		X	X
Ms. Suzanne G. Kucera	X		X	X
Total meetings in fiscal 2020	4		4	4


	Term Expiry	Independent	C-Level Public Co Experience	Corporate Governance / Legal / Compensation	Finance and Capital Markets	Financial Expert	M&A / Corporate Strategy	Risk Management
Frederick W. Puddester	2022	✓		✓	✓	✓		✓
J.P. Grant III	2021	✓		✓	✓			✓
Michael L. Falcone ⁽¹⁾	2021		✓	✓	✓		✓	✓
Cecil E. Flamer	2023	✓		✓	✓			✓
James C. Hunt	2023		✓	✓	✓		✓	✓
Lisa Kay ⁽²⁾	2023	✓	✓	✓	✓	✓	✓	✓
Suzanne G. Kucera	2021	✓	✓	✓	✓	✓	✓	✓
⁽¹⁾ Mr. Falcone is a former executive of the Company and former employee of the External Manager, having resigned on August 12, 2020.
⁽²⁾ On November 7, 2020, the Board found that Ms. Kay met independence guidelines and she was named to each independent committee of the Board, as well as Chair of the Audit Committee effective November 10, 2020.


Name and Principal Position	Year	Salary		Non-Equity Incentive Plan Comp		All Other Comp			Total

NEO Compensation ⁽¹⁾	2020	$	702,276	$	530,069	$	12,503	⁽²⁾	$	1,244,848
	2019	$	509,296	$	548,503	$	7,300		$	1,065,099


Name⁽¹⁾	Year	Fees Earned or Paid in Cash ⁽²⁾		Stock Awards ⁽²⁾		All Other Compensation		Total
Michael L. Falcone ⁽³⁾	2020	$	45,000	$	15,000	$	−	$	60,000
Francis X. Gallagher, Jr.	2020		70,000		70,000		−		140,000
J.P. Grant, III	2020		65,000		65,000		−		130,000
Frederick W. Puddester	2020		72,500		72,500		−		145,000
Lisa Kay	2020		60,000		60,000		−		120,000
Cecil Flamer	2020		60,000		60,000		−		120,000
Suzanne Kucera	2020		60,000		60,000		−		120,000


	Amount and Nature of
Name and Address of Beneficial Owner	Beneficial Ownership⁽²⁾		Percent of Class ⁽²⁾
Five Percent Shareholder:

Venator Management, LLC	304,712	⁽³⁾	5.2%
601 Technology Drive, Suite 320
Canonsburg, Pennsylvania 15317

Directors and Executive Officers:⁽¹⁾

Non-Executive Directors:
Michael L. Falcone	334,790		5.7%
Frederick W. Puddester	53,070	⁽⁴⁾	*
Lisa Kay	24,466	⁽⁴⁾	*
J.P. Grant, III	22,014	⁽⁴⁾	*
Cecil E. Flamer	3,061		*
Suzanne G. Kucera	3,061	⁽⁴⁾	*
James C. Hunt	265,715	⁽⁵⁾	4.6%

Executive Officers:
Gary A. Mentesana	261,094		4.5%
David C. Bjarnason	9,327		*
All Directors and Executive Officers:	976,598		16.8%


(in thousands)	2020		2019
Audit fees	$	563	$	997
Audit related fees		−		−
Total audit and audit related fees		563		997
Tax fees		−		−
All other fees		−		−
Total KPMG fees	$	563	$	997

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101).

Dated:	April 30, 2021	By:	/s/ Gary A. Mentesana
		Name:	Gary A. Mentesana
		Title:	Chief Executive Officer (Principal Executive Officer)

SEC Form 10-K/A filed by MMA Capital Holdings, Inc. (Amendment)