| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HC2 HOLDINGS, INC. [ HCHC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-3 Convertible Preferred Stock | $3.5187 | 07/01/2021(1) | J(1) | 6,125 | (4) | 07/01/2026 | Common Stock, par value $0.001 per share | 1,764,357 | (1) | 6,125 | I | By: Continental General Insurance Co(1)(2)(3) | |||
| Series A-4 Convertible Preferred Stock | $5.3318 | 07/01/2021(1) | J(1) | 10,000 | (4) | 07/01/2026 | Common Stock, par value $0.001 per share | 1,875,539 | (1) | 10,000 | I | By: Continental General Insurance Co(1)(2)(3) | |||
| Explanation of Responses: |
| 1. The securities reported herein were indirectly acquired upon the closing of the purchase of Continental Insurance Group Ltd. ("CIG") by Continental General Holdings LLC ("CGH") pursuant to that certain Stock Purchase Agreement, dated as of March 26, 2021, by and among HC2 Holdings 2, Inc., CGH and CIG, as further described in the reporting person's Amendment No. 8 to Schedule 13D filed with the Securities Exchange Commission on July 2, 2021. |
| 2. The reporting person, CIG, CGH, 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. Mr. Gorzynski is a manager and Executive Chairman, and sole owner, of CGH. By virtue of the foregoing relationships, Mr. Gorzynski may be deemed to beneficially own the shares beneficially owned directly by CGIC. |
| 3. Continued from footnote 1: The reporting person 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 his pecuniary interest therein. |
| 4. The Series A-3 Convertible Preferred Stock and the Series A-4 Convertible Preferred Stock are exercisable at any time at the option of the holder. |
| By: /s/ Michael Gorzynski | 07/06/2021 | |
| ** 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 4 (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. | ||