HC2 Holdings, Inc. 4
4 · HC2 Holdings, Inc. · Filed Sep 24, 2014
Insider Transaction Report
Form 4
Gerber Sander
10% Owner
Transactions
- Expiration (Short)
Series A Convertible Participating Preferred Stock
2014-09-22−12,500→ 0 total(indirect: By Hudson Bay Absolute Return Credit Opportunities Fund, Ltd.)→ Common Stock (2,941,176 underlying) - Purchase
Series A Convertible Participating Preferred Stock
2014-09-22+12,500→ 12,500 total(indirect: By Hudson Bay Absolute Return Credit Opportunities Fund, Ltd.)→ Common Stock (3,136,111 underlying)
Footnotes (6)
- [F1]The two transactions reported in Table II above relate to an amendment to the terms of the outstanding shares of Series A Convertible Participating Preferred Stock to, among other things, reduce the initial conversion price from $4.25 per share to $4.00 per share, in each case subject to adjustment in accordance with the terms of the Series A Convertible Participating Preferred Stock. This amendment to the terms of the Series A Convertible Participating Preferred Stock is reported on this Form 4 as the cancellation of the "old" shares of Series A Convertible Participating Preferred Stock and the acquisition of "new" shares of Series A Convertible Participating Preferred Stock.
- [F2]The shares are held by Hudson Bay Absolute Return Credit Opportunities Master Fund, Ltd. (the "Fund"). Hudson Bay Credit Management LLC (the "Investment Manager") is the investment manager of the Fund. The sole member of the Investment Manager is Hudson Bay Capital Management L.P. As such, each of the Investment Manager and Hudson Bay Capital Management L.P. may be deemed to share beneficial ownership of the shares held by the Fund. As the managing member of the general partner of Hudson Bay Capital Management L.P., Mr. Sander Gerber may be deemed to share beneficial ownership of the shares held by the Fund. Each Reporting Person disclaims beneficial ownership of the shares held by the Fund, except to the extent of its or his pecuniary interest therein.
- [F3]The Series A Convertible Participating Preferred Stock is convertible at the option of the holder of the security and will be convertible at the option of the Company, beginning on the third anniversary of the date of issuance, in each case at the then applicable conversion rate. The conversion rate is generally determined by dividing the then applicable accrued value of a share of Series A Convertible Participating Preferred Stock by the then applicable conversion price.
- [F4]Represents 12,500 shares of Series A Convertible Participating Preferred Stock at the original conversion rate of approximately 235.294.
- [F5]Represents 12,500 shares of Series A Convertible Participating Preferred Stock at the adjusted conversion rate of approximately 250.889. This adjusted conversion rate reflects the change to the conversion price described in footnote 1 above as well as the receipt on July 15, 2014 of a quarterly accreting dividend on the shares of Series A Convertible Participating Preferred Stock that is payable by means of an increase in the accrued value of each outstanding share of Series A Convertible Participating Preferred Stock.
- [F6]Par value $0.001 per share.