SEC Form 5
FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | ||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INVACARE CORP [ IVC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Shares | 12/18/2015 | G | 10,000 | D | (1) | 0 | D | ||||||||
Common Shares | 12/29/2015 | G | 1,220 | D | (2) | 0 | D | ||||||||
Common Shares | 12/29/2015 | G | 2,232 | D | (3) | 154,604 | D | ||||||||
Common Shares | 12/29/2015 | G | 2,886 | D | (2) | 0 | I | By spouse(2) | |||||||
Common Shares | 12/29/2015 | G | 109,768 | D | (3) | 29,651 | I | By spouse(3) | |||||||
Common Shares | 6,000 | I | By GRAT(4)(5)(7) | ||||||||||||
Common Shares | 8,282 | I | By spouse through Barbara W. Mixon Trust(4)(7) | ||||||||||||
Common Shares | 108,805 | I | Through A. Malachi Mixon III Trust(7) | ||||||||||||
Class B Common Shares(7) | 63,446 | D | |||||||||||||
Class B Common Shares | 166,603 | I | By GRAT(6)(7) | ||||||||||||
Class B Common Shares | 183,863 | I | By Spouse(4)(7) | ||||||||||||
Class B Common Shares | 160,603 | I | By GRAT(4)(5)(7) | ||||||||||||
Class B Common Shares | 2,003 | I | Through A. Malachi Mixon III Trust(7) | ||||||||||||
Class B Common Shares | 127,394 | I | By limited partnership(8) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Option (Right to Buy)(7) | (9) | (9) | (9) | Common Shares | 613,675 | 613,675(9) | D |
Explanation of Responses: |
1. Mr. Mixon transferred 10,000 Common Shares to family members and friends as bona fide gifts. |
2. This transaction reflects a gift to a family foundation. |
3. This transaction reflects a gift to a non-profit, tax-exempt entity. |
4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any such person. |
5. Owned by Trustee for the 2012 Grantor Retained Annuity Trust created by the reporting person?s spouse. |
6. Owned by the Trustee for the 2012 Grantor Retained Annuity Trust created by the reporting person. |
7. No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5. |
8. No transaction is being reported. The holding of such shares by reporting person was previously reported. The change in beneficial ownership was exempt under Rule 16a-13. |
9. The reporting person holds previously reported options to buy Common Shares (with tandem tax withholding rights) under the Invacare Corporation 2003 Performance Plan, granted in reliance upon the exemption provided by Rule 16b-3. In connection with the reporting person?s retirement, certain options were forfeited, consistent with the exemption provided by Rule 16a-4 and Rule 16b-3. All options currently outstanding were granted between August 23, 2006, and March 18, 2013, at exercise prices between $13.37 to $25.79 per share, will expire between August 23, 2016, and March 18, 2023, and became exercisable between September 30, 2007, and March 31, 2014. |
/s/ Molly Z. Brown POA for Aaron Malachi Mixon III | 01/29/2016 | |
** 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). | ||
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. |