HCHC HC2 Holdings Inc

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The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3.     Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

All of the Shares to which this Statement relates were purchased on behalf of the Reporting Person using the investment capital of the respective Reporting Person.  The aggregate amount of funds used for the purchase of the securities held by the Reporting Persons reported herein was approximately $11,241,430.22, excluding commissions.

Item 5.     Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) The aggregate percentage of shares of Common Stock reported owned is based upon 75,987,636 shares of Common Stock, which is, upon information and belief, the amount of outstanding Common Stock as of November 20, 2020. This figure reflects the sum of (i) 47,353,275 shares of Common Stock outstanding as of October 31, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020 plus, (ii) 28,634,361 shares of Common Stock, which, upon advice from the Issuer’s Chief Legal Officer, is the amount of new shares offered and issued in connection with the Issuer’s 2020 Rights Offering (as defined below).

 

As of the date hereof, Percy Rockdale beneficially owned 4,966,296 Shares, constituting approximately 6.5% of the Shares outstanding.  As of the date hereof, Rio Royal beneficially owned 24,462 Shares, constituting less than 1% of the Shares outstanding. By virtue of its relationship with Rio Royal discussed in further detail in Item 2, MG Capital Management may be deemed to be the beneficial owner of the Shares owned directly by Rio Royal.  By virtue of his relationships with Percy Rockdale and Rio Royal discussed in further detail in Item 2, Mr. Gorzynski may be deemed to beneficially own the Shares owned directly by each of Percy Rockdale and Rio Royal.  Percy Rockdale and Mr. Gorzynski have shared voting and dispositive power over the shares of Common Stock directly held by Percy Rockdale.  Rio Royal, MG Capital Management and Mr. Gorzynski have shared voting and dispositive power over the shares of Common Stock directly held by Rio Royal.

(c) The Reporting Persons acquired the following shares as a result of subscription rights which were issued to the Reporting Persons in connection with the Issuer’s previously announced $65 million common stock rights offering (the “2020 Rights Offering”), which concluded on November 20, 2020. Every one (1) subscription right entitles the Reporting Person to purchase 0.5462 shares of the Issuer’s common stock at a subscription price per full share of $2.27, plus oversubscription privileges at the same per-share price. The Reporting Persons exercised their oversubscription privileges and were accordingly allocated additional shares of Common Stock.

The foregoing description of the 2020 Rights Offering is qualified in its entirety to the Issuer’s Current Reports on Form 8-K filed on (i) October 7, 2020 and (ii) November 23, 2020, which are incorporated herein by reference. Interested persons are encouraged to read those reports for additional information.

Except as disclosed above, none of the Reporting Persons have entered into any transactions involving the Common Stock during the past 60 days.

As of the date hereof, the Reporting Persons beneficially own an aggregate of 4,990,758 Shares, constituting approximately 6.6% of the outstanding Shares. Each Reporting Person, may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims the formation of a group and the beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 

(d) No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

(e) Not Applicable.

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