SCHEDULE 13D/A
0001104659-20-050316
0001077812
XXXXXXXX
LIVE
14
Common Stock, par value $0.001 per share
12/16/2024
false
0001006837
45784J303
INNOVATE Corp.
295 Madison Avenue
12th Floor
New York
NY
10017
Christopher R. Rodi, Esq.
585-987-2820
Woods Oviatt Gilman LLP
1900 Bausch & Lomb Place
Rochester
NY
14604
0001077812
N
Avram Glazer
PF
N
X1
0.00
6809739.00
0.00
6809739.00
6809739.00
N
51.5
IN
(1) Includes (a) 47,265 shares of Common Stock of Innovate Corp. (the 'Issuer') issuable upon conversion of $2,000,000 in principal amount of the Issuer's 7.5 percent Convertible Senior Notes due 2026; (b) 2,097,902 shares of Common Stock of the Issuer held by LHG Irrevocable Exempt Trust for the benefit of one of Mr. Glazer's children, for which his spouse, Jill H. Glazer, serves as trustee; (c) 2,097,902 shares of Common Stock of the Issuer held by KAG Irrevocable Exempt Trust for the benefit of one of Mr. Glazer's children, for which Mrs. Glazer serves as trustee.
(2) Based on 13,261,379 shares of Common Stock of the Issuer outstanding as of November 1, 2024 and assumes the issuance of 47,265 shares of Common Stock upon conversion of $2,000,000 principal amount of the Issuer's 7.5 percent Convertible Senior Notes due 2026 for a total of 13,308,644 shares.
Y
Lancer Capital LLC
PF
N
DE
2211805.00
0.00
2211805.00
0.00
2211805.00
N
17.1
OO
(1) Includes 47,265 shares of Common Stock of the Issuer issuable upon conversion of $2,000,000 in principal amount of the Issuer's 7.5 percent Convertible Senior Notes due 2026.
(2) Based on 13,261,379 shares of Common Stock of the Issuer outstanding as of November 1, 2024 and assumes the issuance of 47,265 shares of Common Stock upon conversion of $2,000,000 in principal amount of the Issuer's 7.5 percent Convertible Senior Notes due 2026 for a total of 13,308,644 shares.
0001582402
N
Avram Glazer Irrevocable Exempt Trust
OO
N
X1
2613935.00
0.00
2613935.00
0.00
2613935.00
N
19.5
OO
(1) Includes 47,265 shares of Common Stock of the Issuer issuable upon conversion of $2,000,000 in principal amount of the Issuer's 7.5 percent Convertible Senior Notes due 2026.
(2) Based on 13,261,379 shares of Common Stock of the Issuer outstanding as of November 1, 2024 and assumes the issuance of 47,265 shares of Common Stock upon conversion of $2,000,000 in principal amount of the Issuer's 7.5 percent Convertible Senior Notes due 2026 for a total of 13,308,644 shares.
0002048636
N
Jill H. Glazer
OO
N
X1
0.00
6809739.00
0.00
6809739.00
6809739.00
N
51.5
IN
(1) Consists of (a) 2,097,902 shares of Common Stock of the Issuer held by LHG Irrevocable Exempt Trust for the benefit of one of Mrs. Glazer's children, for which she serves as trustee; (b) 2,097,902 shares of Common Stock of the Issuer held by KAG Irrevocable Exempt Trust for the benefit of one of Mrs. Glazer's children, for which she serves as trustee; and (c) 2,613,935 shares of Common Stock of the Issuer beneficially owned by Mrs. Glazer's spouse, Avram Glazer.
(2) Based on 13,261,379 shares of Common Stock of the Issuer outstanding as of November 1, 2024 and assumes the issuance of 47,265 shares of Common Stock upon conversion of $2,000,000 in principal amount of the Issuer's 7.5 percent Convertible Senior Notes due 2026 for a total of 13,308,644 shares.
0002048635
N
LHG Irrevocable Exempt Trust
N
FL
2097902.00
0.00
2097902.00
0.00
2097902.00
N
15.9
OO
(1) Based on 13,261,379 shares of Common Stock of the Issuer outstanding as of November 1, 2024.
0002048637
N
KAG Irrevocable Exempt Trust
OO
N
FL
0.00
2097902.00
0.00
2097902.00
2097902.00
N
15.9
OO
(1) Based on 13,261,379 shares of Common Stock of the Issuer outstanding as of November 1, 2024.
Common Stock, par value $0.001 per share
INNOVATE Corp.
295 Madison Avenue
12th Floor
New York
NY
10017
This Amendment No. 14 to Schedule 13D ("Amendment No. 14") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 23, 2020 (as previously amended, the "Schedule 13D"), relating to the common stock, $0.001 par value per share (the "Common Stock"), of Innovate Corp., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Avram Glazer ("Mr. Glazer"), a natural person and citizen of the United States of America; Lancer Capital LLC ("Lancer"), a Delaware limited liability company; Avram Glazer Irrevocable Exempt Trust ("AG Trust"), a Florida trust; Jill H Glazer ("Mrs. Glazer"), a natural person and citizen of the United States of America; LHG Irrevocable Exempt Trust ("LHG Trust"), a Florida trust; and KAG Irrevocable Exempt Trust ("KAG Trust"), a Florida trust
c/o Woods Oviatt Gilman LLP, 1900 Bausch & Lomb Place, Rochester, NY
The present principal occupation of Mr. Glazer is Executive Co-Chairman and Director of Manchester United plc, a professional sports club. The present principal occupation of Mrs. Glazer is Board President of The Palm Beach Cultural Innovation Center, which operates a non-profit performing arts venue in Palm Beach, Florida. Lancer, AG Trust, LHG Trust and KAG Trust were formed for the purposes of holding shares of the Issuer.
During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
UNITED STATES
On December 13, 2024, Lancer distributed 4,195,804 shares of Common Stock to the AG Trust, which in turn immediately distributed them to Mr. Glazer. On December 16, 2024, Mr. Glazer gifted 2,097,902 of such shares of Common Stock to the LHG Trust and 2,097,902 of such shares of Common Stock to the KAG Trust. These distributions and gifts were made for estate planning purposes.
Item 4 of the Schedule 13D is hereby amended to incorporate by reference the information set forth in Item 3.
Avram Glazer 6,809,739 shares 51.5%
Lancer Capital LLC 2,211,805 shares 17.1%
Avram Glazer Irrevocable Exempt Trust 2,529,049 shares 19.5%
Jill H. Glazer 6,809,739 shares 51.5%
LHG Irrevocable Exempt Trust 2,097,902 shares 15.9%
KAG Irrevocable Exempt Trust 2,097,902 shares 15.9%
Avram Glazer 0; 0; 6,809,739; 6,809,739
Lancer Capital LLC 2,211,805; 2,211,805; 0; 0
Avram Glazer Irrevocable Exempt Trust 2,613,935; 2,613,935; 0;0
Jill H. Glazer 0; 0; 6,809,739; 6,809,739
LHG Irrevocable Trust 0; 0; 2,097,902; 2,097,902
KAG Irrevocable Trust; 0; 0; 2,097,902; 2,097,902
Lancer is the record holder of 2,211,805 shares of Common Stock, the AG Trust is the record holder of 317,244 shares of Common Stock, Mr. Glazer is the record holder of 37,621 shares of Common Stock, the LHG Trust is the record holder of 2,097,902 shares of Common Stock and the KAG Trust is the record holder of 2,097,902 shares of Common Stock. Mrs. Glazer is not the record holder of any shares of Common Stock.
The AG Trust is the sole owner of Lancer, and in such capacity may be deemed to beneficially own the shares held of record by Lancer. Mr. Glazer is the trustee of the AG Trust, and in such capacity may be deemed to beneficially own the shares held of record by the AG Trust and Lancer. Mrs. Glazer is the trustee of the LHG Trust and the KAG Trust and in such capacity may be deemed to beneficially own the shares held of record by the the LHG Trust and the KAG Trust. Mr. Glazer and Mrs. Glazer, as spouses, may each be deemed to beneficially own the shares beneficially owned by the other.
On December 13, 2024, Lancer distributed 4,195,804 shares of Common Stock to the AG Trust, which in turn immediately distributed them to Mr. Glazer. On December 16, 2024, Mr. Glazer gifted 2,097,902 of such shares of Common Stock to the LHG Trust and 2,097,902 of such shares of Common Stock to the KAG Trust. Except for the forgoing, none of the Reporting Persons acquired any shares of Common Stock during the past sixty days.
None
Not applicable
Exhibit 1 - Joint Filing Agreement by and between Avram Glazer, Lancer Capital LLC, Avram Glazer Irrevocable Exempt Trust, Jill H. Glazer, and LHG Irrevocable Exempt Trust and KAG Irrevocable Exemp
t Trust dated December 17, 2024.
Avram Glazer
/s/ Avram Glazer
12/18/2024
Lancer Capital LLC
/s/ Avram Glazer
12/18/2024
Avram Glazer Irrevocable Exempt Trust
/s/ Avram Glazer
12/18/2024
Jill H. Glazer
/s/ Jill H. Glazer
12/18/2024
LHG Irrevocable Exempt Trust
/s/ Jill H. Glazer
12/18/2024
KAG Irrevocable Exempt Trust
/s/ Jill H. Glazer
12/18/2024