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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

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______________________________

* 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).

This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on June 9, 2014 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on September 25, 2014 ("Amendment No. 1") and Amendment No. 2 filed with the SEC on August 14, 2015 ("Amendment No. 2" and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the "Schedule 13D") with respect to the shares of Common Stock, $0.001 par value per share (the "Common Stock"), of HC2 Holdings, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 3, 4, 5, 6 and 7 as set forth below.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 13, 2015

Schedule A

This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock which were effectuated by the HB Fund during the past 60 days. All transactions were effectuated in the open market through a broker. The amounts reported in the “Weighted Average Price” column in the table below reflect a weighted average price for the shares of Common Stock purchased or sold. The shares of Common Stock were purchased or sold, as applicable, in multiple transactions, each at a price within the range of prices set forth in the “Range of Prices” column in the table below. The Reporting Persons shall undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding such number of shares of Common Stock purchased or sold, as applicable, within the range of prices set forth in the table below.

* Excluding commissions.

Exhibit 6

IRREVOCABLE PROXY AGREEMENT

THIS IRREVOCABLE PROXY AGREEMENT (this "Agreement"), dated as of October __, 2015 is made by and between Daniel Kar Keung Tseung ("Proxy Holder") and Hudson Bay Capital Absolute Return Credit Opportunities Master Fund, Ltd. ("Preferred Holder").

RECITALS

WHEREAS, Preferred Holder desires to grant to Proxy Holder an irrevocable proxy with respect to 12,500 shares of the Series A Convertible Participating Preferred Stock, $0.001 par value per share (the "Proxy Shares") of HC2 Holdings, Inc., a Delaware corporation, (the "Company") (the "Series A Preferred Stock") with respect to the matters set forth in Section 1 below; and

WHEREAS, Preferred Holder and Proxy Holder intend that the proxy granted with respect to the Proxy Shares be irrevocable.

Now, Therefore, in consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1.                  Irrevocable Proxy. Preferred Holder hereby irrevocably constitutes and appoints Proxy Holder, from the date of this Agreement, as Preferred Holder's true and lawful attorney and proxy, with full power of substitution, to the full extent of Preferred Holder's right to vote on the Preferred Director set forth in Section 7 of the Certificate of Designation of Series A Convertible Participating Preferred Stock of the Company (the "Certificate of Designation") with respect to the Proxy Shares, for and in Preferred Holder's name, place and stead to vote and otherwise act with respect to each of the Proxy Shares with respect to such matter at all annual, special and other meetings of stockholders of the Company, at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the holders of the Series A Preferred Stock related thereto. For the avoidance of doubt, the irrevocable proxy granted in the immediately preceding sentence shall not constitute any proxy with respect to any other equity interests in the Company held by or beneficially owned by Preferred Holder or any voting rights other than those set forth in Section 7 of the Certificate of Destination, whether directly or indirectly. Preferred Holder hereby revokes all other proxies and powers of attorney with respect to the voting rights set forth in Section 7 of the Certificate of Designation with respect to the Proxy Shares that Preferred Holder may have appointed or granted. Preferred Holder will not grant any proxy or power of attorney or enter into any other voting agreement with respect to the voting rights set forth in Section 7 of the Certificate of Designation with respect to the Proxy Shares.

2.                  Miscellaneous

(a) Irrevocable Proxy. This proxy granted hereby is irrevocable and is coupled with and interest, and each of Preferred Holder and Proxy Holder hereby acknowledges and agrees that such grant

of proxy to the Proxy Holder is coupled with an interest, is irrevocable.

(b) Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without giving effect to the conflict of laws rules thereof.

(c) Entire Agreement; Amendments and Waivers. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. The failure of any party to seek redress for the violation of or to insist upon the strict performance of any term of this Agreement shall not constitute a waiver of such term and such party shall be entitled to enforce such term without regard to such forbearance. Any term of this Agreement may be terminated, changed, modified or amended and the observance of any term hereof or thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a writing signed by the parties hereto.

(d) Severability. . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(f) Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives, heirs, executors, administrators, legatees, successors and assigns.

(g) Headings. The headings, titles and other captions in this Agreement are inserted solely for convenience of reference and shall in no way define, limit, extend or describe the scope of this Agreement or of any provision hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Irrevocable Proxy Agreement as of the date first above written.

[Signature Page to Irrevocable Proxy Agreement]