| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | IVC | Common Shares, no par value | Sale | -$9.06K | -20K | -0.53% | $0.45* | 3.77M | Nov 17, 2022 | As sole manager of Azurite Management LLC | F1, F3, F4, F6 |
| transaction | IVC | Common Shares, no par value | Sale | -$39.2K | -103K | -2.73% | $0.38* | 3.67M | Nov 18, 2022 | As sole manager of Azurite Management LLC | F2, F3, F4, F6 |
| transaction | IVC | Common Shares, no par value | Disposed to Issuer | $0 | -24.7K | -100% | $0.00* | 0 | Nov 21, 2022 | Direct | F5, F6 |
| Id | Content |
|---|---|
| F1 | The price reported in column 4 is a weighted average price. These common shares, no par value (the "Common Shares"), were sold in multiple transactions at prices ranging from $0.460 to $0.462, inclusive. The Reporting Persons undertake to provide to Invacare Corporation (the "Issuer"), any securityholder of the Issuer or the staff of the Securities and Exchange Commission ("SEC Staff"), upon request, full information regarding the number of shares sold at each price within the range specified herein. |
| F2 | The price reported in column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $0.370 to $0.410, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder of the Issuer or the SEC Staff, upon request, full information regarding the number of shares sold at each price within the range specified herein. |
| F3 | Azurite Management LLC ("Azurite") is the owner of record of all such Common Shares. Mr. Rosen, in his capacity as the sole manager of Azurite, has the ability to indirectly control the decisions of Azurite regarding the vote and disposition of securities held by Azurite, and as such may be deemed to have indirect beneficial ownership of the Common Shares held by Azurite. Mr. Rosen disclaims beneficial ownership of the Common Shares owned by Azurite, except to the extent of his pecuniary interest therein. |
| F4 | This Form 4 is being filed as a result of sales of Common Shares by Azurite. The sales were effected at prices below the prices of the purchases reported in the Form 4s filed by the Reporting Persons on June 7, 2022 (as amended on June 8, 2022) and June 27, 2022, such that there is no profit for purposes of Section 16(b) and the rules promulgated thereunder. |
| F5 | Represents Mr. Rosen's voluntary return to the Issuer for no consideration of outstanding restricted stock units ("RSUs"), which were previously granted to him as a member of the Issuer's board of directors on August 22, 2022 (as reported on his Form 4 on August 24, 2022). Mr. Edward V. Crawford, another member of the Issuer's board of directors, also simultaneously returned the same number of RSUs for no consideration (as reported on his separate Form 4). The returns were approved by the Issuer's board of directors under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| F6 | The sales of the Common Shares and the returns of RSUs by Messrs. Rosen and Crawford were carried out to ensure the group of which the Reporting Persons are members (including Mr. Rosen, Azurite, Crawford United Corporation ("Crawford United"), Edward F. Crawford and Matthew V. Crawford, and collectively, the "Group")) collectively beneficially own less than 10% of the Issuer's total voting power. The Group members undertook these transactions promptly upon their discovery that the Group may have inadvertently become subject to Section 1704 of the Ohio Revised Code when previously exceeding 10% of the Issuer's total voting power. Following this slight reduction in the Group's ownership, Mr. Rosen and Mr. Crawford continue to serve as members of the Issuer's board of directors. |
As described above, the Reporting Persons (Mr. Rosen and Azurite), along with Crawford United, Edward F. Crawford and Matthew V. Crawford, comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. Crawford United and Messrs. Crawford separately own Common Shares of the Issuer. The Reporting Persons disclaim beneficial ownership over the Common Shares separately owned by Crawford United and Messrs. Crawford and any other Common Shares owned by the Group, except to the extent of their respective pecuniary interest therein.