INNOVATE (VATE) Form 4 HC2 / PHILIP FALCONE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FALCONE PHILIP

(Last) (First) (Middle)

C/O HC2 HOLDINGS, INC.

505 HUNTMAR PARK DRIVE, SUITE 325

(Street)

HERNDON VA 20170

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HC2 Holdings, Inc. [ HCHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, Chairman & President

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.5	04/14/2016		A		500,000(1)		(2)	04/14/2026	Common Stock	500,000	$0	500,000	D
Stock Option (Right to Buy)	$10.5	04/14/2016		A		500,000(1)		(2)	04/14/2026	Common Stock	500,000	$0	500,000	D
Stock Option (Right to Buy)	$13.5	04/14/2016		A		500,000(1)		(2)	04/14/2026	Common Stock	500,000	$0	500,000	D

Explanation of Responses:

1. Reflects shares underlying an option (the "Option") to purchase an aggregate of 1,500,000 shares of the common stock of HC2 Holdings, Inc. (the "Company") issued pursuant to the Company's 2014 Omnibus Equity Award Plan at per share exercise prices as follows: (a) $7.50 with respect to an option to acquire 500,000 shares; (b) $10.50 with respect to an option to acquire 500,000 shares; and (c) $13.50 with respect to an option to acquire 500,000 shares.

2. The Option vests in three equal installments on each of the first three anniversaries following the grant date (with each tranche vesting one-third on each such date).

	/s/ Philip A. Falcone	04/18/2016
	** 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 4 (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).
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