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INNOVATE Corp. — Director's Dealing 2015
Aug 19, 2015
34366_dirs_2015-08-19_b27c48b9-5be1-49f1-b625-96cc19542a29.zip
Director's Dealing
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SEC Form 4/A — Form 4/A
Issuer: HC2 Holdings, Inc. (HCHC)
CIK: 0001006837
Period of Report: 2014-09-22
Reporting Person: Benefit Street Partners LLC (10% Owner)
Reporting Person: Providence Equity Capital Markets L.L.C. (10% Owner)
Reporting Person: NELSON JONATHAN M (10% Owner)
Reporting Person: SALEM PAUL J (10% Owner)
Reporting Person: CREAMER GLENN M (10% Owner)
Reporting Person: Gahan Thomas (10% Owner)
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Series A Convertible Participating Preferred Stock | $ | Common Stock (1325038) | 5611.5 | Indirect | |
| Series A Convertible Participating Preferred Stock | $ | Common Stock (705672) | 2988.5 | Indirect | |
| Series A Convertible Participating Preferred Stock | $ | Common Stock (693629) | 2937.5 | Indirect | |
| Series A Convertible Participating Preferred Stock | $ | Common Stock (227274) | 962.5 | Indirect |
Footnotes
F1: On September 24, 2014 the reporting persons filed a Form 4 reporting an amendment to the terms of the outstanding shares of Series A Convertible Participating Preferred Stock to, among other things, reduce the initial conversion price from $4.25 per share to $4.00 per share. The reporting persons later learned that the amendment to the certificate of designations of the registrant had not been validly authorized by the shareholders of the registrant. On August 5, 2015, the registrant filed a certificate of correction with the secretary of state of the state of Delaware to correct the invalidly approved amendment and restore the terms of the certificate of designations to those initially approved by the board of directors of the registrant in accordance with the provisions of its certificate of incorporation. Accordingly, the reporting persons are filing this amendment to correct the information provided by the reporting person on September 24, 2014 and to correctly (continued)
F2: The shares are held by Providence Debt Fund III L.P., Providence Debt Fund III Master (Non-US) L.P., PECM Strategic Funding L.P. and Benefit Street Partners SMA LM L.P. (collectively, the "Providence Funds"). Benefit Street Partners L.L.C. ("BSP") is the investment manager of each of Providence Debt Fund III L.P., Providence Debt Fund III Master (Non-US) L.P. and Benefit Street Partners SMA LM L.P. Providence Equity Capital Markets L.L.C. ("PECM") is the investment manager of PECM Strategic Funding L.P. Messrs. Creamer, Gahan, Nelson and Salem collectively control each of BSP and PECM through their indirect ownership of membership interests of BSP and PECM (continued in footnote 3).
F3: (continued from footnote 2) As a result, each of Messrs. Creamer, Gahan, Nelson and Salem and BSP may be deemed to share beneficial ownership of the shares held by each of Providence Debt Fund III L.P., Providence Debt Fund III Master (Non-US) L.P. and Benefit Street Partners SMA LM L.P., and each of Messrs. Creamer, Gahan, Nelson and Salem and PECM may be deemed to share beneficial ownership of the shares held by the Providence Funds, except to the extent of its or his pecuniary interest therein.
F4: The Series A Convertible Participating Preferred Stock is convertible at the option of the holder of the security and will be convertible at the option of the Company, beginning on the third anniversary of the date of issuance, in each case at the then applicable conversion rate. The conversion rate is generally determined by dividing the then applicable accrued value of a share of Series A Convertible Participating Preferred Stock by the then applicable conversion price.
F5: Represents shares of Series A Convertible Participating Preferred Stock at the adjusted conversion rate of approximately 236.129. This adjusted conversion rate reflects the conversion price of $4.25 per share as well as the receipt of quarterly accreting dividends on the shares of Series A Convertible Participating Preferred Stock that are payable by means of an increase in the accrued value of each outstanding share of Series A Convertible Participating Preferred Stock.
F6: Par value $0.001 per share.