INNOVATE Corp. — Director's Dealing 2014

May 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HC2 Holdings, Inc. (HCHC)
CIK: 0001006837
Period of Report: 2014-05-21

Reporting Person: FALCONE PHILIP (Director, CEO, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-21	Stock Opion (right to buy)	$4.56	A	1568864	Acquired	2024-05-20	Common Stock (1568864)	Direct

Footnotes

F1: Reflects shares underlying an option (the "Option") to purchase shares of the common stock of HC2 Holdings, Inc. (the "Company") pursuant to an option agreement, dated as of May 21, 2014 (the "Option Agreement"), between the Company and Philip Falcone.

F2: The Option vests in three equal annual installments beginning on May 21, 2014, subject to Mr. Falcone's continued employment with the Company on each vesting date, and will become immediately exercisable in the event of a Fundamental Change Transaction (as defined in the Option Agreement).