DG Value Partners LP - Sep 7, 2023 Form 3 Insider Report for INVACARE HOLDINGS Corp (IVCRQ)

Role
10%+ Owner
Signature
/s/ DG Value Partners, LP, by Dov Gertzulin, Authorized Signatory
Stock symbol
IVCRQ
Transactions as of
Sep 7, 2023
Transactions value $
$0
Form type
3
Date filed
9/13/2023, 04:05 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding IVCRQ Common Stock 186K Sep 7, 2023 Direct 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 Sep 7, 2023 Common Stock 1.84M Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person is a private investment fund for which DG Capital Management, LLC serves as the investment manager.
F2 The 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock") has no expiration date. At any time on or after the earlier to occur of November 6, 2023 (the "Free Convertibility Date") 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 a rate equal to the then liquidation preference of the Convertible Preferred Stock divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the conversion ratio including, among other things, an accruing payment-in-kind dividend feature.

Remarks:

The shares of the Issuer's common stock and Convertible Preferred Stock held directly by the reporting person were previously included and disclosed in the Form 3 filed by DG Capital Management, LLC on May 15, 2023. This Form 3 is being filed to add the reporting person as a 10% owner, reflecting that as of September 7, 2023 (60 days prior to the Free Convertibility Date) the reporting person may be deemed the beneficial owner of the shares of common stock underlying the Convertible Preferred Stock pursuant to Rule 13(d)-3 promulgated under the Securities Exchange Act of 1934, as amended.