INNOVATE Corp. — Director's Dealing 2015

Aug 15, 2015

SEC Form 4/A — Form 4/A

Issuer: HC2 Holdings, Inc. (HCHC)
CIK: 0001006837
Period of Report: 2014-09-22

Reporting Person: Gerber Sander (10% Owner)
Reporting Person: Hudson Bay Credit Management LLC (10% Owner)
Reporting Person: Hudson Bay Capital Management LP (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Participating Preferred Stock	$		Common Stock (2951634)	12500	Indirect

Footnotes

F1: On September 24, 2014 the reporting person 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 person 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 person is filing this amendment to correct the information provided by the reporting person on September 24, 2014 and to correctly report (continued)

F2: The shares are held by Hudson Bay Absolute Return Credit Opportunities Master Fund, Ltd. (the "Fund"). Hudson Bay Credit Management LLC (the "Investment Manager") is the investment manager of the Fund. The sole member of the Investment Manager is Hudson Bay Capital Management L.P. As such, each of the Investment Manager and Hudson Bay Capital Management L.P. may be deemed to share beneficial ownership of the shares held by the Fund. As the managing member of the general partner of Hudson Bay Capital Management L.P., Mr. Sander Gerber may be deemed to share beneficial ownership of the shares held by the Fund. Each Reporting Person disclaims beneficial ownership of the shares held by the Fund, except to the extent of its or his pecuniary interest therein.

F3: 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.

F4: 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.

F5: Par value $0.001 per share.