DG Capital Management, LLC - May 5, 2023 Form 3/A - Amendment Insider Report for INVACARE HOLDINGS Corp (IVCRQ)

Role: 10%+ Owner
Signature: /s/ DG Capital Management, LLC, by Dov Gertzulin, Managing Member
Stock symbol: IVCRQ
Transactions as of: May 5, 2023
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 5/22/2023, 07:05 PM
Date Of Original Report: May 15, 2023
Next filing: Mar 15, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	IVCRQ	Common Stock						2.14M	May 5, 2023	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	IVCRQ	9.00% Series A Convertible Participating Preferred Stock							May 5, 2023	Common Stock	1.41M		See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares reported herein are held by private investment funds, including DG Value Partners II Master Fund, LP, and separately managed accounts for which DG Capital Management, LLC serves as the investment manager. DG Value Partners II Master Fund, LP directly holds 1,799,917 shares of the Issuer's common stock and 1,186,022 shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock"). Mr. Gertzulin serves as the Managing Member of DG Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that either of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2	The Convertible Preferred Stock has no expiration date. At any time on or after the earlier to occur of November 6, 2023 or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer's common stock at rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature.

Content

Shares reported herein are held by private investment funds, including DG Value Partners II Master Fund, LP, and separately managed accounts for which DG Capital Management, LLC serves as the investment manager. DG Value Partners II Master Fund, LP directly holds 1,799,917 shares of the Issuer's common stock and 1,186,022 shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock"). Mr. Gertzulin serves as the Managing Member of DG Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that either of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The Convertible Preferred Stock has no expiration date. At any time on or after the earlier to occur of November 6, 2023 or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer's common stock at rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature.

Remarks:

This amendment to the Form 3 filed on May 15, 2023 is being filed solely to add DG Value Partners II Master Fund, LP as a Reporting Person.