0000899243-23-013614.txt : 20230522 0000899243-23-013614.hdr.sgml : 20230522 20230522190558 ACCESSION NUMBER: 0000899243-23-013614 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230505 FILED AS OF DATE: 20230522 DATE AS OF CHANGE: 20230522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DG Capital Management, LLC CENTRAL INDEX KEY: 0001512716 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 23946132 BUSINESS ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-942-5700 MAIL ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DG Value Partners II Master Fund, LP CENTRAL INDEX KEY: 0001977821 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 23946131 BUSINESS ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (646) 942-5700 MAIL ADDRESS: STREET 1: 460 PARK AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gertzulin Dov CENTRAL INDEX KEY: 0001609920 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 23946130 MAIL ADDRESS: STREET 1: C/O DG CAPITAL MANAGEMENT, LLC STREET 2: 460 PARK AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE HOLDINGS Corp CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 384264819 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE INVACARE WAY CITY: ELYRIA STATE: OH ZIP: 44035 BUSINESS PHONE: 4403296000 MAIL ADDRESS: STREET 1: ONE INVACARE WAY CITY: ELYRIA STATE: OH ZIP: 44035 FORMER COMPANY: FORMER CONFORMED NAME: INVACARE CORP DATE OF NAME CHANGE: 19920703 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2023-05-05 2023-05-15 0 0000742112 INVACARE HOLDINGS Corp IVCRQ 0001512716 DG Capital Management, LLC 460 PARK AVENUE, 22ND FLOOR NEW YORK NY 10022 0 0 1 0 0001977821 DG Value Partners II Master Fund, LP 460 PARK AVENUE, 22ND FLOOR NEW YORK NY 10022 0 0 1 0 0001609920 Gertzulin Dov 460 PARK AVENUE, 22ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2136794 I See footnote 9.00% Series A Convertible Participating Preferred Stock Common Stock 1408002 I See footnote Shares reported herein are held by private investment funds, including DG Value Partners II Master Fund, LP, and separately managed accounts for which DG Capital Management, LLC serves as the investment manager. DG Value Partners II Master Fund, LP directly holds 1,799,917 shares of the Issuer's common stock and 1,186,022 shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock"). Mr. Gertzulin serves as the Managing Member of DG Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that either of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Convertible Preferred Stock has no expiration date. At any time on or after the earlier to occur of November 6, 2023 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 rate of $25.00 divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the convertibility ratio as a result of, among other things, an accruing payment-in-kind dividend feature. This amendment to the Form 3 filed on May 15, 2023 is being filed solely to add DG Value Partners II Master Fund, LP as a Reporting Person. /s/ DG Capital Management, LLC, by Dov Gertzulin, Managing Member 2023-05-22 /s/ DG Value Partners II Master Fund, LP, by Dov Gertzulin, Authorized Signatory 2023-05-22 /s/ Dov Gertzulin 2023-05-22