| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2021 |
3. Issuer Name and Ticker or Trading Symbol
HC2 HOLDINGS, INC. [ HCHC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-3 Convertible Preferred Stock | (1) | 07/01/2026 | Common Stock, par value $0.001 per share | 1,764,357 | 3.5187 | I(2)(3) | By: Continental General Insurance Co(2)(3) |
| Series A-4 Convertible Preferred Stock | (1) | 07/01/2026 | Common Stock, par value $0.001 per share | 1,875,539 | 5.3318 | I(2)(3) | By: Continental General Insurance Co(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series A-3 Convertible Preferred Stock and the Series A-4 Convertible Preferred Stock are convertible at any time at the option of the holder. |
| 2. Continental General Holdings LLC ("CGH"), Continental Insurance Group, Ltd. ("CIG"), Continental General Insurance Company ("CGIC"), Continental LTC, Inc. ("CLTC") and certain other persons may be deemed to be members of a Section 13(d) group that beneficially owns more than 10% of the Issuer's outstanding Common Stock. The securities reported herein are directly held by CGIC. CLTC serves as the sole owner of CGIC. CIG serves as the sole owner of CLTC and the indirect parent operating company of CGIC. CGH serves as an investment holding company and the sole owner of CIG. By virtue of the foregoing relationships, each of CGH, CIG and CLTC may be deemed to beneficially own the shares beneficially owned directly by CGIC. |
| 3. The reporting persons disclaims beneficial ownership of the shares of Common Stock of the Issuer beneficially owned directly by the other members of the Section 13(d) group except to the extent of its pecuniary interest therein. |
| Continental General Holdings, LLC; By: /s/ Michael Gorzynski, Executive Chair | 07/12/2021 | |
| Continental Insurance Group, Ltd.; By: /s/ Michael Gorzynski, President | 07/12/2021 | |
| Continental LTC, Inc.; By: /s/ Michael Gorzynski, President | 07/12/2021 | |
| Continental General Insurance Company; By: /s/ Michael Gorzynski, Executive Chair | 07/12/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||