Rosen Steven H Form 4 INVACARE / Steven H Rosen 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^*

Rosen Steven H

(Last) (First) (Middle)

25101 CHAGRIN BOULEVARD, SUITE 350

(Street)

CLEVELAND OH 44122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INVACARE CORP [ IVC ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of a 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2022

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

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

	Form filed by One Reporting Person
X	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
Common Shares, no par value	11/14/2022		S		60,480	D	$0.502(1)(5)	3,886,078	I	As sole manager of Azurite Management LLC(4)
Common Shares, no par value	11/15/2022		S		78,025	D	$0.496(2)(5)	3,808,053	I	As sole manager of Azurite Management LLC(4)
Common Shares, no par value	11/16/2022		S		20,000	D	$0.486(3)(5)	3,788,053	I	As sole manager of Azurite Management LLC(4)

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

1. Name and Address of Reporting Person^*

Rosen Steven H

(Last) (First) (Middle)

25101 CHAGRIN BOULEVARD, SUITE 350

(Street)

CLEVELAND OH 44122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Azurite Management LLC

(Last) (First) (Middle)

25101 CHAGRIN BOULEVARD, SUITE 350

(Street)

CLEVELAND OH 44122

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These common shares, no par value (the "Common Shares"), were sold in multiple transactions at prices ranging from $0.510 to $0.517, inclusive. The Reporting Persons undertake to provide to Invacare Corporation (the "Issuer"), any securityholder of the Issuer or the staff of the Securities and Exchange Commission ("SEC Staff"), upon request, full information regarding the number of shares sold at each price within the range specified herein.

2. The price reported in column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $0.500 to $0.505, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder of the Issuer or the SEC Staff, upon request, full information regarding the number of shares sold at each price within the range specified herein.

3. The price reported in column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $0.490 to $0.493, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder of the Issuer or the SEC Staff, upon request, full information regarding the number of shares sold at each price within the range specified herein.

4. Azurite Management LLC ("Azurite") is the owner of record of all such Common Shares. Mr. Rosen, in his capacity as the sole manager of Azurite, has the ability to indirectly control the decisions of Azurite regarding the vote and disposition of securities held by Azurite, and as such may be deemed to have indirect beneficial ownership of the Common Shares held by Azurite. The Reporting Persons disclaim beneficial ownership of the Common Shares owned by Azurite, except to the extent of his pecuniary interest therein.

5. This Form 4 is being filed as a result of sales of Common Shares by Azurite. The sales were effected at prices below the prices of the purchases reported in the Form 4s filed by the Reporting Persons on June 7, 2022 (as amended on June 8, 2022) and June 27, 2022, such that there is no profit for purposes of Section 16(b) and the rules promulgated thereunder.

Remarks:

The Reporting Persons (Mr. Rosen and Azurite), along with Crawford United Corporation ("Crawford United"), Edward F. Crawford and Matthew V. Crawford, comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Crawford United and Messrs. Crawford separately own Common Shares of the Issuer. The Reporting Persons disclaim beneficial ownership over the Common Shares separately owned by Crawford United and Messrs. Crawford and any other Common Shares owned by the group, except to the extent of their respective pecuniary interest therein.

	/s/ Steven H. Rosen, as manager of Azurite Management, LLC	11/16/2022
	/s/ Steven H. Rosen	11/16/2022
	** 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).
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