SEC Form SC 13D/A filed by HC2 Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

HC2 Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

404139107

(CUSIP Number)

Avram Glazer

Lancer Capital LLC

777 South Flagler Drive

Suite 800, West Tower

West Palm Beach, Florida 33401

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 16, 2021

(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 § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s 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).

(1) Includes 468,594 shares of Common Stock of HC2 Holdings, Inc. (the “Issuer”) issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2026.

(2) Based on 76,752,805 shares of Common Stock of the Issuer outstanding as of February 28, 2021, as reported in the Issuer’s Form 10K filed with the Securities and Exchange Commission on March 10, 2021.

(1) Includes 468,594 shares of Common Stock of HC2 Holdings, Inc. (the “Issuer”) issuable upon conversion of $2,000,000 principal amount of the Issuer’s 7.5% Convertible Senior Notes due 2026.

(2) Based on 76,752,805 shares of Common Stock of the Issuer outstanding as of February 28, 2021, as reported in the Issuer’s Form 10K filed with the Securities and Exchange Commission on March 10, 2021.

(1) Based on 76,752,805 shares of Common Stock of the Issuer outstanding as of February 28, 2021, as reported in the Issuer’s Form 10K filed with the Securities and Exchange Commission on March 10, 2021.

Explanatory Note

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 23, 2020 (the “Schedule 13D”), relating to the common stock, $0.001 par value per share (the “Common Stock”), of HC2 Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended and restated to include the following:

2,504,656 of the shares of Common Stock to which this Amendment No. 7 relates were purchased with funds generated and held by the respective Reporting Persons. The aggregate purchase price of the shares of Common Stock was approximately $9,410,154 (excluding commissions).

Item 4 of the Schedule 13D is hereby amended and restated to include the following:

On March 17, 2021, the Trust entered into a 10b5-1 plan (the “10b5-1 Purchase Plan”), pursuant to which it intends to purchase shares of the Common Stock in compliance with Rule 10b5-1 of the Act, as amended, and the rules and regulations promulgated thereunder. The 10b5-1 Purchase Plan contemplates the purchase of shares of Common Stock in an aggregate amount not to exceed 3,000,000. The Trust has reserved the right to terminate the 10b5-1 Purchase Plan at any time, subject to applicable law and the Issuer’s policies and procedures. A copy of the 10b5-1 Purchase Plan is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Lancer is the record holder of 19,452,548 shares of Common Stock, the Trust is the record holder of 2,164,108 shares of Common Stock, and Mr. Glazer is the record holder of 33,747 shares of Common Stock. Mr. Glazer is the sole owner of Lancer and the Trustee of the Trust, and in such capacities may be deemed to beneficially own the shares held of record by Lancer and the Trust.

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: March 18, 2021

Schedule A

Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days

¹ Excluding any brokerage commissions.