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. 5)*
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)
November 30, 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 7 Pages |
| 1 |
NAMES OF REPORTING PERSONS Lancer Capital LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
PF | ||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
16,545,747 (1) | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
16,545,747(1) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,545,747 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5% (1)(2) | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
| (1) | Includes 468,594 shares of Common Stock of HC2 Holdings, Inc. (the “Issuer”) issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2022. |
| (2) | Based on 76,586,573 shares of Common Stock of the Issuer outstanding as of November 25, 2020, as reported in the Issuer’s Form 8K filed with the Securities and Exchange Commission on November 25, 2020. |
| CUSIP No. 404139107 | 13D | Page 3 of 7 Pages |
| 1 |
NAMES OF REPORTING PERSONS Avram Glazer | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS
PF | ||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
16,545,747 (1) | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
16,545,747 (1) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,545,747 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5% (1)(2) | ||
| 14 |
TYPE OF REPORTING PERSON
IN | ||
| (1) | Includes 468,594 shares of Common Stock of HC2 Holdings, Inc. (the “Issuer”) issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2022. |
| (2) | Based on 76,586,573 shares of Common Stock of the Issuer outstanding as of November 25, 2020, as reported in the Issuer’s Form 8K filed with the Securities and Exchange Commission on November 25, 2020. |
| CUSIP No. 404139107 | 13D | Page 4 of 7 Pages |
Explanatory Note
This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) 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 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety as follows:
| (a) | As of the date hereof, Lancer beneficially owns directly 16,545,747 shares of Common Stock representing 21.5% of the Issuer’s Common Stock, based upon 76,586,573 shares of Common Stock of the Issuer outstanding as of November 25, 2020 as reported in the Issuer’s Form 8K filed with the Securities and Exchange Commission on November 25, 2020. |
| (b) | The following sets forth, as of the date of this Statement, the aggregate number and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of. |
| Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
| Avram Glazer | 16,545,747 | 21.5% | 16,545,747 | 0 | 16,545,747 | 0 |
| Lancer Capital LLC | 16,545,747 | 21.5% | 16,545,747 | 0 | 16,545,747 | 0 |
Lancer is the record holder of 16,545,747 shares of Common Stock. Mr. Glazer is the sole owner of Lancer, and in such capacity may be deemed to beneficially own the shares held of record by Lancer.
| (c) | Lancer purchased 5,560 shares of Series B Non-Voting Participating Convertible Preferred Stock of the Issuer for an issue price of $1000 per share on September 17, 2020 and 21,433.71 shares of Series B Non-Voting Participating Convertible Preferred Stock of the Issuer on November 25, 2020 for a purchase price of $21,433,793.53. Immediately following the transaction on November 25, 2020, Lancer converted all of its shares of Series B Non-Voting Participating Convertible Preferred Stock of the Issuer into 11,891,539 shares of the Issuer's Common Stock. |
| (d) | None. |
| (e) | Not applicable. |
| CUSIP No. 404139107 | 13D | Page 5 of 7 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Investment Agreement
On November 25, 2020, Lancer purchased 21,433.71 shares of Series B Non-Voting Participating Convertible Preferred Stock of the Issuer for $21,433,793.53. Immediately following the acquisition of such shares, Lancer converted the 21,433.71 shares of Series B Non-Voting Participating Convertible Preferred Stock, as well as the 5,560 shares of Series B Non-Voting Participating Convertible Preferred Stock purchased in connection with the previously disclosed Investment Agreement transaction with the Issuer, into 11,891,539 shares of Common Stock.
| 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 November 30, 2020. |
| CUSIP No. 404139107 | 13D | Page 6 of 7 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: November 30, 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 7 of 7 Pages |
EXHIBIT 3
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/A 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/A.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of November 30, 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 | ||