INNOVATE Corp. — Director's Dealing 2015

Dec 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HC2 Holdings, Inc. (HCHC)
CIK: 0001006837
Period of Report: 2015-12-24

Reporting Person: FALCONE PHILIP (Director, CEO, Chairman & President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-24	Stock Option (right to buy)	$5.90	A	100742	Acquired	2024-05-21	Common Stock (100742)	Direct
2015-12-24	Stock Option (right to buy)	$7.08	A	200000	Acquired	2024-05-21	Common Stock (200000)	Direct

Footnotes

F1: Reflects shares underlying an additional option (the "Option") to purchase shares of the common stock of HC2 Holdings, Inc. (the "Company") issued pursuant to an option agreement, originally dated as of May 21, 2014 and as reformed and clarified on October 26, 2014, between the Company and Philip Falcone (the "Option Agreement"). The Option vests in three equal annual installments beginning on the date of issuance, 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).

F2: Reflects shares underlying an additional option (the "Contingent Option") to purchase shares of the common stock of the Company issued pursuant to the Option Agreement. The Contingent Option vests in three equal annual installments beginning on the date of issuance, 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). The Contingent Option is exercisable as and to the extent that the related warrants are converted into common stock.