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
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Invacare Corporation
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
461203101
(CUSIP Number)
Steven H. Rosen
Azurite Management LLC
25101 Chagrin Boulevard, Suite 350
Cleveland, OH 44122
(216) 292-4535
with copies to:
Joel Rubinstein
Scott Levi
Daniel Nussen
White & Case LLP
1221 Avenue of the Americas
New York, NY 10022
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 3, 2022
(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 Rule 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 persons 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. 461203101 | SCHEDULE 13D/A |
1 |
NAME OF REPORTING PERSON
Steven H. Rosen | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
5 | CHECK BOX 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
0 | ||||
8 | SHARED VOTING POWER
3,796,558 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,796,558 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,796,558 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7% (1) | |||||
14 | TYPE OF REPORTING PERSON
IN |
(1) | All calculations herein of the percentage of common shares, without par value (Common Shares) of Invacare Corporation (the Issuer) beneficially owned are based on a total of 35,644,565 Common Shares issued and outstanding as of May 6, 2022, as reported on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer on May 9, 2022 (the Form 10-Q). |
2
CUSIP No. 461203101 | SCHEDULE 13D/A |
1 |
NAME OF REPORTING PERSON
Azurite Management LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,796,558 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,796,558 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,796,558 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7% (1) | |||||
14 | TYPE OF REPORTING PERSON
OO |
(1) | All calculations herein of the percentage of Common Shares beneficially owned are based on a total of 35,644,565 Common Shares issued and outstanding as of May 6, 2022, as reported on the Form 10-Q. |
3
CUSIP No. 461203101 | SCHEDULE 13D/A |
1 |
NAME OF REPORTING PERSON
Crawford United Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
WC (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
110,200 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
110,200 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,200 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (1) | |||||
14 | TYPE OF REPORTING PERSON
CO |
(1) | All calculations herein of the percentage of Common Shares beneficially owned are based on a total of 35,644,565 Common Shares issued and outstanding as of May 6, 2022, as reported on the Form 10-Q. |
4
CUSIP No. 461203101 | SCHEDULE 13D/A |
1 |
NAME OF REPORTING PERSON
Edward F. Crawford | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
5 | CHECK BOX 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
0 | ||||
8 | SHARED VOTING POWER
110,200 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
110,200 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,200 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (1) | |||||
14 | TYPE OF REPORTING PERSON
IN |
(1) | All calculations herein of the percentage of Common Shares beneficially owned are based on a total of 35,644,565 Common Shares issued and outstanding as of May 6, 2022, as reported on the Form 10-Q. |
5
CUSIP No. 461203101 | SCHEDULE 13D/A |
1 |
NAME OF REPORTING PERSON
Matthew V. Crawford | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO (See Item 3) | |||||
5 | CHECK BOX 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
0 | ||||
8 | SHARED VOTING POWER
110,200 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
110,200 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,200 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% (1) | |||||
14 | TYPE OF REPORTING PERSON
IN |
(1) | All calculations herein of the percentage of Common Shares beneficially owned are based on a total of 35,644,565 Common Shares issued and outstanding as of May 6, 2022, as reported on the Form 10-Q. |
6
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 (Amendment No. 1) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on May 2, 2022, previously filed with the SEC (the Original Schedule 13D) relating to the common shares, without par value (as defined in the Original Schedule 13D, the Common Shares), of Invacare Corporation, an Ohio corporation (as defined in the Original Schedule 13D, the Issuer), which are beneficially owned by Azurite Management LLC, Steven H. Rosen, Crawford United Corporation, Edward F. Crawford and Matthew V. Crawford (as defined in the Original Schedule 13D, collectively, the Reporting Persons). This Amendment No. 1 amends the Original Schedule 13D on behalf of the Reporting Persons to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
Between May 9, 2022 and June 6, 2022, Azurite acquired 575,000 Common Shares in the open market with cash on hand for an aggregate purchase price of $652,432.05.
Item 5. Interest in Securities of the Issuer.
The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Calculations of the percentage ownership of the Common Shares beneficially owned are based on a total of 35,644,565 Common Shares issued and outstanding as of May 6, 2022, as reported on the Quarterly Report on Form 10-Q filed with the SEC by the Issuer on May 9, 2022.
The Reporting Persons comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Mr. Rosen and Azurite disclaim beneficial ownership over the 110,200 Common Shares owned by Crawford United and Messrs. Crawford, and Crawford United and Messrs. Crawford disclaim beneficial ownership over the 3,796,558 Common Shares owned by Mr. Rosen and Azurite. However, as a group, the Reporting Persons may be deemed to collectively beneficially own 3,906,758 Common Shares, which represent 11.0% of the Issuers outstanding Common Shares.
Azurite is the owner of record of 3,796,558 Common Shares. Mr. Rosen, in his capacity as the sole manager of Azurite, has the ability to indirectly control the decisions of Azurite regarding the vote and disposition of securities held by Azurite, and as such may be deemed to have indirect beneficial ownership of the 3,796,558 Common Shares held by Azurite.
Crawford United is the owner of record of 110,200 Common Shares. Messrs. Crawford, in their capacity as holders of a majority of the voting power of Crawford United and as two of six members of Crawford Uniteds board of directors (of which Mr. Rosen is also a member), share the ability to indirectly control the decisions of Crawford United regarding the vote and disposition of securities held by Crawford United, and as such may be deemed to have indirect beneficial ownership of the 110,200 Common Shares held by Crawford United. Other than Messrs. Crawford and Rosen, to the best of the knowledge of the Reporting Persons, none of the Covered Persons beneficially owns Common Shares.
For information on the Reporting Persons powers to vote and dispose of such shares, see rows 7 to 10 of the cover pages to this Schedule 13D.
Transactions by the Reporting Persons in the Common Shares effected during the past 60 days are set forth in Annex B below and such information is incorporated herein by reference.
To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and their respective members, shareholders and affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Persons.
7
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: June 7, 2022
AZURITE MANAGEMENT LLC | ||
By: | /s/ Steven H. Rosen | |
Name: Steven H. Rosen | ||
Title: Manager |
STEVEN H. ROSEN |
/s/ Steven H. Rosen |
CRAWFORD UNITED CORPORATION | ||||
By: | /s/ Brian E. Powers | |||
Name: | Brian E. Powers | |||
Title: | President and Chief Executive Officer |
EDWARD F. CRAWFORD | ||
/s/ Brian E. Powers | ||
Name: | Brian E. Powers | |
Title: | Attorney-in-fact |
MATTHEW V. CRAWFORD | ||
/s/ Brian E. Powers | ||
Name: | Brian E. Powers | |
Title: | Attorney-in-fact |
8
Annex B
Transactions
The following table sets forth all transactions by the Reporting Persons with respect to Common Shares effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 6, 2022. Except as otherwise noted below, all such transactions were purchases of Common Shares effected in the open market, and the table excludes commissions paid in per share prices.
td> | ||||||||||||||||
Nature of Transaction |
Reporting Person | Common Shares Purchased |
Price Per Share ($) |
Date of Purchase |
||||||||||||
Buy |
Azurite Management LLC | 100,000 | $ | 1.265 | (1) | 6/6/2022 | ||||||||||
Buy |
Azurite Management LLC | 250,000 | $ | 1.080 | (2) | 6/3/2022 | ||||||||||
Buy |
Azurite Management LLC | 50,000 | $ | 0.847 | (3) | 5/19/2022 | ||||||||||
Buy |
Azurite Management LLC | 25,000 | $ | 1.058 | (4) | 5/17/2022 | ||||||||||
Buy |
Azurite Management LLC | 25,000 | $ | 1.050 | 5/12/2022 | |||||||||||
Buy |
Azurite Management LLC | 25,000 | $ | 1.192 | (5) | 5/11/2022 | ||||||||||
Buy |
Azurite Management LLC | 50,000 | $ | 1.240 | 5/10/2022 | |||||||||||
Buy |
Azurite Management LLC | 50,000 | $ | 1.382 | (6) | 5/9/2022 |
(1) | The price reported in this column is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.30 to $1.18, inclusive. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (4) of this Annex B. |
(2) | The price reported in this column is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.15 to $1.01, inclusive. |
(3) | The price reported in this column is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $0.85 to $0.84485, inclusive. |
(4) | The price reported in this column is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.06 to $1.0471, inclusive. |
(5) | The price reported in this column is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.2 to $1.185, inclusive. |
(6) | The price reported in this column is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $1.399 to $1.365, inclusive. |