SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DG Value Partners LP

(Last)

(First)

(Middle)

460 PARK AVENUE, 22ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2023

3. Issuer Name and Ticker or Trading Symbol
INVACARE HOLDINGS Corp [ IVCRQ ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	186,175	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
9.00% Series A Convertible Participating Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,841,988	⁽²⁾	D⁽¹⁾

Explanation of Responses:

1. The reporting person is a private investment fund for which DG Capital Management, LLC serves as the investment manager.

2. The 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock") has no expiration date. At any time on or after the earlier to occur of November 6, 2023 (the "Free Convertibility Date") or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer's common stock at a rate equal to the then liquidation preference of the Convertible Preferred Stock divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the conversion ratio including, among other things, an accruing payment-in-kind dividend feature.

Remarks:

The shares of the Issuer's common stock and Convertible Preferred Stock held directly by the reporting person were previously included and disclosed in the Form 3 filed by DG Capital Management, LLC on May 15, 2023. This Form 3 is being filed to add the reporting person as a 10% owner, reflecting that as of September 7, 2023 (60 days prior to the Free Convertibility Date) the reporting person may be deemed the beneficial owner of the shares of common stock underlying the Convertible Preferred Stock pursuant to Rule 13(d)-3 promulgated under the Securities Exchange Act of 1934, as amended.

	/s/ DG Value Partners, LP, by Dov Gertzulin, Authorized Signatory	09/13/2023
	** 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 5 (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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