INNOVATE Corp. — Director's Dealing 2015

Apr 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HC2 Holdings, Inc. (HCHC)
CIK: 0001006837
Period of Report: 2015-03-31

Reporting Person: DG Capital Management, LLC (10% Owner)
Reporting Person: Gertzulin Dov (Managing Member)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-31	Common Stock	S	60886	$11.02	Disposed	1084805	Indirect
2015-04-01	Common Stock	S	4897	$10.95	Disposed	1079908	Indirect
2015-04-01	Common Stock	S	11675	$10.91	Disposed	1068233	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Participating Preferred Stock	$		Common Stock ()	5000	Indirect
Series A-1 Convertible Participating Preferred Stock	$		Common Stock ()	1000	Indirect

Footnotes

F1: Shares reported herein are held for the account of private investment funds for which DG Capital Management, LLC serves as investment adviser. Mr. Gertzulin serves as the Managing Member of DG Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that either of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.

F2: The Series A Convertible Participating Preferred Stock was convertible as of the date of issuance and has no expiration date. As of the date of this Form 4, each share of the Issuer's Series A Convertible Participating Preferred Stock is convertible into shares of the Issuer's common stock at rate of $1,000 divided by $4.00, subject to adjustment upon the occurrence of certain events.

F3: The Series A-1 Convertible Participating Preferred Stock was convertible as of the date of issuance and has no expiration date. As of the date of this Form 4, each share of the Issuer's Series A-1 Convertible Participating Preferred Stock is convertible into shares of the Issuer's common stock at rate of $1,000 divided by $4.25, subject to adjustment upon the occurrence of certain events.