0000899243-22-036592.txt : 20221121 0000899243-22-036592.hdr.sgml : 20221121 20221121215915 ACCESSION NUMBER: 0000899243-22-036592 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221117 FILED AS OF DATE: 20221121 DATE AS OF CHANGE: 20221121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosen Steven H CENTRAL INDEX KEY: 0001535144 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 221407349 MAIL ADDRESS: STREET 1: 6065 PARKLAND BOULEVARD CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Azurite Management LLC CENTRAL INDEX KEY: 0001933086 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 221407348 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BOULEVARD STREET 2: SUITE 350 CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (216) 292-4535 MAIL ADDRESS: STREET 1: 25101 CHAGRIN BOULEVARD STREET 2: SUITE 350 CITY: CLEVELAND STATE: OH ZIP: 44122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE CORP CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 952680965 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 4403296000 MAIL ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-11-17 0 0000742112 INVACARE CORP IVC 0001535144 Rosen Steven H 25101 CHAGRIN BOULEVARD, SUITE 350 CLEVELAND OH 44122 1 0 0 1 Group member formerly over 10% 0001933086 Azurite Management LLC 25101 CHAGRIN BOULEVARD, SUITE 350 CLEVELAND OH 44122 0 0 0 1 Group member formerly over 10% Common Shares, no par value 2022-11-17 4 S 0 20000 0.453 D 3768053 I As sole manager of Azurite Management LLC Common Shares, no par value 2022-11-18 4 S 0 102820 0.381 D 3665233 I As sole manager of Azurite Management LLC Common Shares, no par value 2022-11-21 4 D 0 24671 0.00 D 0 D The price reported in column 4 is a weighted average price. These common shares, no par value (the "Common Shares"), were sold in multiple transactions at prices ranging from $0.460 to $0.462, inclusive. The Reporting Persons undertake to provide to Invacare Corporation (the "Issuer"), any securityholder of the Issuer or the staff of the Securities and Exchange Commission ("SEC Staff"), upon request, full information regarding the number of shares sold at each price within the range specified herein. The price reported in column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $0.370 to $0.410, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder of the Issuer or the SEC Staff, upon request, full information regarding the number of shares sold at each price within the range specified herein. Azurite Management LLC ("Azurite") is the owner of record of all such Common Shares. Mr. Rosen, in his capacity as the sole manager of Azurite, has the ability to indirectly control the decisions of Azurite regarding the vote and disposition of securities held by Azurite, and as such may be deemed to have indirect beneficial ownership of the Common Shares held by Azurite. Mr. Rosen disclaims beneficial ownership of the Common Shares owned by Azurite, except to the extent of his pecuniary interest therein. This Form 4 is being filed as a result of sales of Common Shares by Azurite. The sales were effected at prices below the prices of the purchases reported in the Form 4s filed by the Reporting Persons on June 7, 2022 (as amended on June 8, 2022) and June 27, 2022, such that there is no profit for purposes of Section 16(b) and the rules promulgated thereunder. Represents Mr. Rosen's voluntary return to the Issuer for no consideration of outstanding restricted stock units ("RSUs"), which were previously granted to him as a member of the Issuer's board of directors on August 22, 2022 (as reported on his Form 4 on August 24, 2022). Mr. Edward V. Crawford, another member of the Issuer's board of directors, also simultaneously returned the same number of RSUs for no consideration (as reported on his separate Form 4). The returns were approved by the Issuer's board of directors under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The sales of the Common Shares and the returns of RSUs by Messrs. Rosen and Crawford were carried out to ensure the group of which the Reporting Persons are members (including Mr. Rosen, Azurite, Crawford United Corporation ("Crawford United"), Edward F. Crawford and Matthew V. Crawford, and collectively, the "Group")) collectively beneficially own less than 10% of the Issuer's total voting power. The Group members undertook these transactions promptly upon their discovery that the Group may have inadvertently become subject to Section 1704 of the Ohio Revised Code when previously exceeding 10% of the Issuer's total voting power. Following this slight reduction in the Group's ownership, Mr. Rosen and Mr. Crawford continue to serve as members of the Issuer's board of directors. As described above, the Reporting Persons (Mr. Rosen and Azurite), along with Crawford United, Edward F. Crawford and Matthew V. Crawford, comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. Crawford United and Messrs. Crawford separately own Common Shares of the Issuer. The Reporting Persons disclaim beneficial ownership over the Common Shares separately owned by Crawford United and Messrs. Crawford and any other Common Shares owned by the Group, except to the extent of their respective pecuniary interest therein. /s/ Steven H. Rosen, as manager of Azurite Management, LLC 2022-11-21 /s/ Steven H. Rosen 2022-11-21