PM Manager Fund, SPC-Segregated Portfolio 33 Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Endurant Capital Management LP

(Last) (First) (Middle)

66 BOVET ROAD, SUITE 353

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2023

3. Issuer Name and Ticker or Trading Symbol
INVACARE HOLDINGS Corp [ IVCRQ ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
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	2,986,092	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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	2,431,071	(2)	I	See Footnote(1)

1. Name and Address of Reporting Person^*

Endurant Capital Management LP

(Last) (First) (Middle)

66 BOVET ROAD, SUITE 353

(Street)

SAN MATEO CA 94402

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PM Manager Fund, SPC-Segregated Portfolio 33

(Last) (First) (Middle)

ONE NEXUS WAY

(Street)

GRAND CAYMAN E9 KY1-1204

(City) (State) (Zip)

Explanation of Responses:

1. Shares reported herein are held by private investment funds, including PM Manager Fund, SPC-Segregated Portfolio 33 ("SP33"), and separately managed accounts for which Endurant Capital Management LP serves as the investment manager. SP33 directly holds 2,373,408 shares of the Issuer's common stock and 1,926,000 shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock"). Mr. Pham serves as the Managing Member of Endurant Capital Management LP. 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:

	/s/ Endurant Capital Management LP, by Quang Minh Pham, Managing Member	05/15/2023
	/s/ PM Manager Fund, SPC-Segregated Portfolio 33, by Michelle Wilson-Clarke, Director	05/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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