SEC FORM 4

SEC Form 4

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^*

BARR WAYNE JR

(Last)

(First)

(Middle)

C/O HC2 HOLDINGS, INC.

450 PARK AVENUE, 30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HC2 HOLDINGS, INC. [ HCHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/08/2018		L		400	A	$5.22	56,580	D
Common Stock	11/09/2018		L		400	A	$4.95	56,980	D
Common Stock	11/14/2018		L		200	A	$3.4923	57,180	D
Common Stock	11/21/2018		P		1,000	A	$3.05	58,180	D
Common Stock								200,000	I	CCUR Holdings, Inc.⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
7.5% Conv Senior Note due 2022 (conv into common stock)	$4.38⁽²⁾	11/20/2018		P		$2,500,000		⁽²⁾	⁽²⁾	Common Stock	570,776⁽²⁾	⁽²⁾	570,776	I	CCUR Holdings, Inc.⁽¹⁾

Explanation of Responses:

1. Held by CCUR Holdings, Inc. ("CCUR"), of which the Reporting Person is Chairman, President and CEO. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any securities covered by this filing.

2. On Nov 20, 2018, CCUR purchased $2,500,000 in aggregate principal amount of the Issuer's 7.5% convertible senior notes due 2022 (the "Convertible Notes"). The Convertible Notes bear interest at a rate of 7.5% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2019, unless converted, redeemed or repurchased in accordance with their terms prior to June 1, 2022 (the "maturity date"). The Convertible Notes are convertible at CCUR's option into shares of the Issuer's Common Stock based on an initial conversion rate of 228.3105 shares of Common Stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of $4.38 per share of the Issuer's Common Stock), subject to certain adjustments, at any time prior to the close of business on the business day immediately preceding the maturity date, in principal amounts of $1,000 or an integral multiple of $1,000 in excess thereof.

Remarks:

	/s/ Wayne Barr, Jr.	11/23/2018
	** 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).
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