Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HC2 Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
404139107
(CUSIP Number)
Avram Glazer
Lancer Capital LLC
777 South Flagler Drive
Suite 800, West Tower
West Palm Beach, Florida 33401
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 404139107 | 13D | Page 2 of 5 Pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 23, 2020 (the “Schedule 13D”), relating to the common stock, $0.001 par value per share (the “Common Stock”), of HC2 Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| ITEM 4. | Purpose of Transaction. |
Item 4 is amended and restated in its entirety by the following.
Lancer acquired the Common Stock for investment purposes. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Further, the Reporting Persons may engage in the transfer of shares to various entities controlled by them for estate planning purposes. In addition, Mr. Glazer, in his position as Chairman of the board of directors of the Issuer (the “Board”), may engage in discussions with management, other members of the Board, shareholders of the Issuer, and other relevant parties regarding potential corporate transactions, such as: a merger or reorganization or other transactions that could result in the de-listing or de-registration of the Issuer’s common stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.
The Lancer Agreement
On May 13, 2020, the Reporting Persons entered into an agreement (the “Lancer Agreement”) with the Issuer, whereby the Issuer agreed to appoint Mr. Glazer as Chairman of the Board and the Reporting Persons agreed, among other things, to abide by customary standstill and voting provisions. The foregoing description of the Lancer Agreement does not purport to be complete and is qualified it its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.
| CUSIP No. 404139107 | 13D | Page 3 of 5 Pages |
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is amended and supplemented by the following.
Item 4 above summarizes certain provisions of the Lancer Agreement and is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| Item 7. | Materials to be Filed as Exhibits. |
|
Exhibit Number |
Description | |
| 1 | Joint Filing Agreement by and between Lancer Capital LLC and Avram Glazer, dated May 15, 2020. | |
| 2 | Lancer Agreement, dated May 13, 2020 (Incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 14, 2020 |
| CUSIP No. 404139107 | 13D | Page 4 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: May 15, 2020 | |||
| Avram Glazer | |||
| By: | /s/ Avram Glazer | ||
| Name: | Avram Glazer | ||
| Lancer Capital LLC | |||
| By: | Avram Glazer | ||
| By: | /s/ Avram Glazer | ||
| Name: | Avram Glazer | ||
| Title: | Sole Member | ||
| CUSIP No. 404139107 | 13D | Page 5 of 5 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the common stock of HC2 Holdings, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of May 15, 2020.
| Avram Glazer | |||
| By: | /s/ Avram Glazer | ||
| Name: | Avram Glazer | ||
| Lancer Capital LLC | |||
| By: | Avram Glazer | ||
| By: | /s/ Avram Glazer | ||
| Name: | Avram Glazer | ||
| Title: | Sole Member | ||