INNOVATE Corp. — Director's Dealing 2015

Aug 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HC2 Holdings, Inc. (HCHC)
CIK: 0001006837
Period of Report: 2015-08-06

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-06	Stock option (Right To Buy)	$4.05	D	750000	Disposed	2024-05-21	Common Stock (750000)	Direct
2015-08-06	Stock option (Right To Buy)	$4.25	A	705882	Acquired	2024-05-21	Common Stock (705882)	Direct
2015-08-06	Stock option (Right To Buy)	$4.00	D	2667	Disposed	2024-05-21	Common Stock (2667)	Direct
2015-08-06	Stock option (Right To Buy)	$4.25	A	2510	Acquired	2024-05-21	Common Stock (2510)	Direct
2015-08-06	Stock option (Right To Buy)	$4.46	D	7527	Disposed	2024-05-21	Common Stock (7527)	Direct
2015-08-06	Stock option (Right To Buy)	$4.46	A	7084	Acquired	2024-05-21	Common Stock (7084)	Direct

Footnotes

F1: Amendment of outstanding options resulting in deemed cancellation of options and grant of replacement options. The options (the "Options") to purchase shares of the common stock of HC2 Holdings, Inc. (the "Company") were issued pursuant anti-dilution provisions of 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"), and were amended to reflect the correct conversion price of the Company's Series A Convertible Participating Preferred Stock (the "Preferred Stock").

F2: The Options vest in three equal annual installments beginning on October 28, 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). The Options are also contingent on the conversion of the Company's Preferred Stock.