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. 8)*
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
c/o Woods Oviatt Gilman LLP
1900 Bausch and Lomb Place
Rochester, New York 14604
Attention: Christopher Rodi, Esq.
(585) 987-2820
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 23, 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).
| CUSIP No. 404139107 | 13D | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Lancer Capital LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
PF |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
19,452,548 (1) |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
19,452,548 (1) | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,452,548 (1) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2% (1)(2) |
| 14 |
TYPE OF REPORTING PERSON
OO |
| (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. |
| CUSIP No. 404139107 | 13D | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Avram Glazer |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
PF |
| 5 | Check 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
21,966,092 (1)(2) |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
21,966,092 (1)(2) | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,966,092 (1)(2) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6% (1)(2)(3) |
| 14 |
TYPE OF REPORTING PERSON
IN |
| (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) | Mr. Glazer is the trustee of the Avram Glazer Irrevocable Exempt Trust (the “Trust”), and the trust is the sole owner of Lancer Capital LLC (“Lancer”), and as such Mr. Glazer may be deemed to beneficially own the shares held of record by the Trust and Lancer. |
| (3) | 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. |
| CUSIP No. 404139107 | 13D | Page 4 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Avram Glazer Irrevocable Exempt Trust |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 | Check 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
21,966,092 (1)(2) |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
21,966,092 (1)(2) | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,932,345 (1)(2) |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6% (1)(2)(3) |
| 14 |
TYPE OF REPORTING PERSON
OO |
| (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) | Avram Glazer Irrevocable Exempt Trust (the “Trust”) is the sole owner of Lancer Capital LLC (“Lancer”), and as such may be deemed to beneficially own the shares held of record by Lancer. |
| (3) | 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. |
| CUSIP No. 404139107 | 13D | Page 5 of 8 Pages |
Explanatory Note
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) 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 4. | Purpose of the Transaction. |
Item 4 of the Schedule 13D is hereby amended to include the following:
On April 23, 2021, Mr. Glazer sold 100% of the membership interests of Lancer to the Trust for no consideration in an estate planning transaction.
| ITEM 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| (a) | As of the date hereof, Lancer beneficially owns directly 19,452,548 shares of Common Stock representing 25.2% of the Issuer’s Common Stock, the Trust beneficially owns 21,966,092 shares of Common Stock representing 29.0% of the Issuer's Common Stock, and Mr. Glazer beneficially owns 21,966,092 shares of Common Stock representing 29.0% of the Issuer's Common Stock, based upon 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. |
| (b) | The following sets forth, as of the date of this Statement, the aggregate number and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of. |
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | ||||||
| Avram Glazer | 21,966,092 | 28.6% | 21,966,092 | 0 | 21,966,092 | 0 | ||||||
| Lancer Capital LLC | 19,452,548 | 25.2% | 19,452,548 | 0 | 19,452,548 | 0 | ||||||
| Avram Glazer Irrevocable Exempt Trust | 21,932,345 | 28.6% | 21,932,345 | 0 | 21,966,092 | 0 |
Lancer is the record holder of 19,452,548 shares of Common Stock, the Trust is the record holder of 2,479,797 shares of Common Stock, and Mr. Glazer is the record holder of 33,747 shares of Common Stock.
The Trust is the sole owner of Lancer, and in such capacity may be deemed to beneficially own the shares held of record by Lancer. Mr. Glazer is the Trustee of the Trust, and in such capacity may be deemed to beneficially own the shares held of record by the Trust and Lancer.
| (c) | The transactions in the Common Stock by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| (d) | None. |
| (e) | Not applicable. |
| CUSIP No. 404139107 | 13D | Page 6 of 8 Pages |
| Item 7. | Materials to be Filed as Exhibits. |
|
Exhibit Number |
Description |
| |
| 1 | Joint Filing Agreement by and between Lancer Capital LLC and Avram Glazer, dated April 26, 2021. | ||
| CUSIP No. 404139107 | 13D | Page 7 of 8 Pages |
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: April 27, 2021
| Avram Glazer | |||
| By: | /s/ Avram Glazer | ||
| Name: Avram Glazer | |||
| Lancer Capital LLC | |||
| By: | Avram Glazer | ||
| By: | /s/ Avram Glazer | ||
| Name: Avram Glazer | |||
| Title: Sole Member | |||
| Avram Glazer Irrevocable Exempt Trust | |||
| By: | Avram Glazer | ||
| By: | /s/ Avram Glazer | ||
| Name: Avram Glazer | |||
| Title: Trustee | |||
| CUSIP No. 404139107 | 13D | Page 8 of 8 Pages |
Schedule A
Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days
| Reporting Person | Date of Transaction | Buy/Sell | Number of Shares Purchased/(Sold) | Price Per Share1 | ||||
| Avram Glazer Irrevocable Exempt Trust | 4/23/2021 | Buy | 108,000 | $3.99 | ||||
| Avram Glazer Irrevocable Exempt Trust | 4/22/2021 | Buy | 53,500 | $3.74 | ||||
| Avram Glazer Irrevocable Exempt Trust | 4/21/2021 | Buy | 62,090 | $3.76 | ||||
| Avram Glazer Irrevocable Exempt Trust | 4/ 20/2021 | Buy | 92,099 | $3.52 |
1 Excluding any brokerage commissions.