3//SEC Filing
M.H. DAVIDSON & CO. 3
Accession 0000902664-24-001426
CIK 0000742112other
Filed
Feb 11, 7:00 PM ET
Accepted
Feb 12, 4:15 PM ET
Size
15.0 KB
Accession
0000902664-24-001426
Insider Transaction Report
Form 3
Holdings
- (indirect: See footnotes)
9.00% Series A Convertible Participating Preferred Stock
→ Common Stock (7,259,791 underlying) - 717,650(indirect: See footnotes)
Common Stock, par value $0.001 per share ("Common Stock")
M H Davidson & Co
Other
Holdings
- (indirect: See footnotes)
9.00% Series A Convertible Participating Preferred Stock
→ Common Stock (7,259,791 underlying) - 717,650(indirect: See footnotes)
Common Stock, par value $0.001 per share ("Common Stock")
Holdings
- (indirect: See footnotes)
9.00% Series A Convertible Participating Preferred Stock
→ Common Stock (7,259,791 underlying) - 717,650(indirect: See footnotes)
Common Stock, par value $0.001 per share ("Common Stock")
Holdings
- (indirect: See footnotes)
9.00% Series A Convertible Participating Preferred Stock
→ Common Stock (7,259,791 underlying) - 717,650(indirect: See footnotes)
Common Stock, par value $0.001 per share ("Common Stock")
Footnotes (7)
- [F1]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").
- [F2]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)
- [F3]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, Eric P. Epstein, 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.
- [F4]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.
- [F5]At any time on or after the Free Convertibility Date, holders of shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock, par value $0.001 per share ("Series A Preferred Shares") have the option to convert all or a portion of Series A Preferred Shares into shares of Common Stock at a conversion price of $1.72076211 per share, subject to certain adjustments as described in the Certificate of Designations. The Free Convertible Date means the earlier to occur of November 6, 2023 and the occurrence of certain liquidation, dissolution or mandatory redemption events. The Series A Preferred Shares have no expiration date.
- [F6]Includes accumulated dividends through and including December 15, 2023.
- [F7]The Reporting Persons cannot convert the Series A Preferred Shares if the Reporting Persons would beneficially own, after such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). The number of shares set forth on column (3) does not give effect to the Blocker.
Documents
Issuer
INVACARE HOLDINGS Corp
CIK 0000742112
Entity typeother
IncorporatedNY
Related Parties
1- filerCIK 0001336624
Filing Metadata
- Form type
- 3
- Filed
- Feb 11, 7:00 PM ET
- Accepted
- Feb 12, 4:15 PM ET
- Size
- 15.0 KB