Amended Statement of Beneficial Ownership (3/a)
May 22 2023 - 7:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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DG Capital Management, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/5/2023
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3. Issuer Name and Ticker or Trading Symbol
INVACARE HOLDINGS Corp [IVCRQ]
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(Last)
(First)
(Middle)
460 PARK AVENUE, 22ND FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 5/15/2023
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2136794 | I | See footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
9.00% Series A Convertible Participating Preferred Stock | (2) | (2) | Common Stock | 1408002 | (2) | I | See footnote (1) |
Explanation of Responses: |
(1) | Shares reported herein are held by private investment funds, including DG Value Partners II Master Fund, LP, and separately managed accounts for which DG Capital Management, LLC serves as the investment manager. DG Value Partners II Master Fund, LP directly holds 1,799,917 shares of the Issuer's common stock and 1,186,022 shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock"). 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 3 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, as amended, or for any other purpose. |
(2) | The Convertible Preferred Stock has no expiration date. At any time on or after the earlier to occur of November 6, 2023 or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer's common stock at rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature. |
Remarks: This amendment to the Form 3 filed on May 15, 2023 is being filed solely to add DG Value Partners II Master Fund, LP as a Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DG Capital Management, LLC 460 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022 |
| X |
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DG Value Partners II Master Fund, LP 460 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022 |
| X |
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Gertzulin Dov 460 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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/s/ DG Capital Management, LLC, by Dov Gertzulin, Managing Member | | 5/22/2023 |
**Signature of Reporting Person | Date |
/s/ DG Value Partners II Master Fund, LP, by Dov Gertzulin, Authorized Signatory | | 5/22/2023 |
**Signature of Reporting Person | Date |
/s/ Dov Gertzulin | | 5/22/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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