| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | IVCRQ | Common Shares | Other | $0 | -3.67M | -100% | $0.00* | 0 | May 5, 2023 | As sole manager of Azurite Management LLC | F1, F2, F3 |
| transaction | IVCRQ | Common Shares | Award | +535K | 535K | May 5, 2023 | As sole manager of Azurite Management LLC | F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | IVCRQ | 9.00% Series A Convertible Participating Preferred Stock | Award | +491K | 491K | May 5, 2023 | Common Stock | 491K | As sole manager of Azurite Management LLC | F3, F4, F5, F6 | ||||
| transaction | IVCRQ | 7.50% Convertible Senior Secured Notes due 2028 | Award | $7.5M | $7.5M | May 5, 2023 | Common Stock | 4.36M | $1.72 | As sole manager of Azurite Management LLC | F3 |
| Id | Content |
|---|---|
| F1 | On January 31, 2023, Invacare Corporation (the "Issuer") and certain of its direct and indirect subsidiaries (collectively with the Issuer, the "Debtors") filed a voluntary petition (the "Chapter 11 Cases") under chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") and on April 28, 2023 the Bankruptcy Court entered an order (the "Confirmation Order") confirming the chapter 11 plan of reorganization of the Debtors in their chapter 11 cases (the "Plan"). On May 5, 2023 (the "Effective Date"), the Plan was consummated and became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. |
| F2 | On the Effective Date, in connection with the satisfaction of the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Issuer completed a series of transactions pursuant to which, among other things, the Issuer merged with a wholly owned subsidiary of Invacare Holdings Corporation, a Delaware corporation ("New Parent"), and (i) all of the Issuer's common shares outstanding prior to the Effective Date were canceled, released, and extinguished, and of no further force or effect and (ii) all of the Issuer's equity award agreements under any incentive plan, and the awards granted pursuant thereto, were extinguished, canceled, and discharged and have no further force or effect. New Parent is the successor to the Issuer pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended. Mr. Rosen will continue as a Director of New Parent. |
| F3 | Investment funds affiliated with Azurite Management LLC (collectively, "Azurite") are the owner of record of the securities reported herein. Mr. Rosen, in his capacity as the sole manager of Azurite Management LLC, 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 an indirect beneficial ownership of the securities held by Azurite. Mr. Rosen disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| F4 | On the Effective Date, Azurite acquired 535,312 shares of the Issuer's Common Stock and 490,912 shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock, par value $0.001 per share (the "Convertible Preferred Stock"). Of these shares, Azurite acquired an aggregate of 187,796 shares of Convertible Preferred Stock at a price of $25.00 per share pursuant to (i) a rights offering of the Convertible Preferred Stock conducted by the Issuer as a part of the Plan (the "Rights Offering") and (ii) that certain First Amended and Restated Backstop Commitment Agreement dated as of March 29, 2023 (the "Backstop Commitment Agreement") by and among Invacare Corporation and certain other holders of unsecured note claims. Pursuant to the Backstop Commitment Agreement, subject to the terms and conditions set forth therein, Azurite agreed to acquire an allocable portion of the shares of the Issuer's Convertible Preferred Stock not sold during the Rights Offering. |
| F5 | (Continued from footnote 4) All of the shares of Common Stock reported herein and the balance of the shares of Convertible Preferred Stock were acquired by Azurite pursuant to the Plan in exchange for unsecured note claims and backstop fee claims held by the Reporting Persons. |
| F6 | The Convertible Preferred Stock has no expiration date. At any time on or after the earlier to occur of November 6, 2023, or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer's common stock at rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature. |
This amendment to Form 4 is being filed to report the acquisition transactions reported herein, which were omitted from the original Forms 4 filings by Mr. Rosen and Azurite Management LLC. Further, the original Form 4 filed by Azurite Management LLC indicated that it was an exit filing, when it was not.