SEC Form 4 · accession 0001140361-15-030796
INNOVATE Corp. · VATE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip Falcone
Officer — CEO, Chairman & President · Director
Period of report
Aug 6, 2015
Accepted (ET)
Aug 10, 2015 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001006837
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option (Right To Buy)F1,F2 | $4.05 | Aug 6, 2015 | D | 750,000 | D | — | May 21, 2024 | Common Stock | 750,000 | 0 | D |
| Stock option (Right To Buy)F1,F2 | $4.25 | Aug 6, 2015 | A | 705,882 | A | — | May 21, 2024 | Common Stock | 705,882 | 705,882 | D |
| Stock option (Right To Buy)F1,F2 | $4.00 | Aug 6, 2015 | D | 2,667 | D | — | May 21, 2024 | Common Stock | 2,667 | 0 | D |
| Stock option (Right To Buy)F1,F2 | $4.25 | Aug 6, 2015 | A | 2,510 | A | — | May 21, 2024 | Common Stock | 2,510 | 2,510 | D |
| Stock option (Right To Buy)F1,F2 | $4.46 | Aug 6, 2015 | D | 7,527 | D | — | May 21, 2024 | Common Stock | 7,527 | 0 | D |
| Stock option (Right To Buy)F1,F2 | $4.46 | Aug 6, 2015 | A | 7,084 | A | — | May 21, 2024 | Common Stock | 7,084 | 7,084 | D |
Explanation of responses
- F1Amendment of outstanding options resulting in deemed cancellation of options and grant of replacement options. The options (the "Options") to purchase shares of the common stock of HC2 Holdings, Inc. (the "Company") were issued pursuant anti-dilution provisions of an option agreement, originally dated as of May 21, 2014, and as reformed and clarified on October 26, 2014, between the Company and Philip Falcone (the "Option Agreement"), and were amended to reflect the correct conversion price of the Company's Series A Convertible Participating Preferred Stock (the "Preferred Stock").
- F2The Options vest in three equal annual installments beginning on October 28, 2014, subject to Mr. Falcone's continued employment with the Company on each vesting date, and will become immediately exercisable in the event of a Fundamental Change Transaction (as defined in the Option Agreement). The Options are also contingent on the conversion of the Company's Preferred Stock.