| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INVACARE HOLDINGS Corp [ IVC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Series B Redeemable Preferred Stock(non-convertible) | 10/29/2024 | J(5) | 472,865 | A | (5) | 472,865 | I | See footnotes(1)(2)(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 9.00% Series A Convertible Participating Preferred Stock | (6) | 10/29/2024 | J(5) | 472,865 | (6) | (6) | Common Stock | 7,760,896(7)(8) | (5) | 0 | I | See footnotes(1)(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities reported on this line are held directly by: (i) M.H. Davidson & Co., a New York limited partnership ("CO") and (ii) Davidson Kempner Arbitrage, Equities and Relative Value LP, a Cayman Islands exempted limited partnership ("DKAERV" and together with CO, the "DK Holders"). |
| 2. M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company ("Liquid GP Topco"), is the managing member of CO GP. Davidson Kempner Multi-Strategy GP II LLC, a Delaware limited liability company ("DKAERV GP"), is the general partner of DKAERV and Liquid GP Topco is the managing member of DKAERV GP. (Continued in footnote 3) |
| 3. Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager to each of the DK Holders. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by the DK Holders. |
| 4. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
| 5. Effective as of October 29, 2024, the Reporting Persons exchanged each share of 9.00% Series A Convertible Participating Preferred Stock of the Issuer (the "Series A Preferred Shares") then held by the Reporting Persons for (i) one share of nonconvertible Series B Redeemable Preferred Stock of the Issuer (the "Series B Preferred Shares") and (ii) an increase by an aggregate of approximately $12.5 million of the principal amount due to the Reporting Persons and/or certain of its affiliates under the Issuer's Loan and Security Agreement, as amended. |
| 6. At any time on or after the Free Convertibility Date, holders of the Series A Preferred Shares had the option to convert all or a portion of the shares of Series A Preferred Shares into shares of Common Stock at an initial conversion price of $1.72076211 per share, subject to certain adjustments as described in the Certificate of Designations of the Series A Preferred Shares (the "Series A CoD"). The Free Convertible Date was defined in the Series A CoD as the earlier to occur of November 6, 2023 and the occurrence of certain liquidation, dissolution or mandatory redemption events. The Series A Preferred Shares had no expiration date. |
| 7. Includes accumulated dividends through and including September 15, 2024. |
| 8. The Reporting Persons were not able to convert the Series A Preferred Shares if the Reporting Persons would have beneficially owned, after such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). The number of shares set forth on column (7) does not give effect to the Blocker. |
| Remarks: |
| As reported in the Schedule 13D/A filed by the Reporting Persons on October 31, 2024, the Reporting Persons may be deemed to be part of a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, that in the aggregate beneficially owns more than 10% of the Common Stock. |
| /s/ M.H. Davidson & Co., By: M.H. Davidson & Co. GP, L.L.C., its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: Anthony A. Yoseloff, its Executive Managing Member | 10/31/2024 | |
| /s/ Davidson Kempner Arbitrage, Equities and Relative Value LP, By: Davidson Kempner Multi-Strategy GP II LLC, its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: /s/ Anthony A. Yoseloff, its Executive Managing Member | 10/31/2024 | |
| /s/ Davidson Kempner Capital Management LP, By: Anthony A. Yoseloff, its Executive Managing Member | 10/31/2024 | |
| /s/ Anthony A. Yoseloff | 10/31/2024 | |
| ** 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). | ||
| 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 Number. | ||
