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*
MIXON AARON MALACHI III

(Last) (First) (Middle)
ONE INVACARE WAY

(Street)
ELYRIA OH 44036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INVACARE CORP [ IVC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2003
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)
Code V Amount (A) or (D) Price
Common Shares 12/30/2003 M 48,600 A $13.875 826,298 D
Common Shares 12/30/2003 F 26,541 D $41.36 799,757 D
Common Shares 206,336 I By Spouse(1)
Common Shares 24,577 I By Trust(2)
Common Shares 24,578 I By Trust(1)(3)
Common Shares 27,316 I By Limited Partnership(4)
Common Shares 18,929 I By Invacare Retirement Savings Plan(5)
Class B Common Shares 703,912 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $13.875 12/30/2003 M 48,600 (6) (6) Common Shares 48,600 $0 1,493,250(6) D
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Owned by the trustee for a grantor retained annuity trust created by the reporting person.
3. Owned by the trustee for a grantor retained annuity trust created by the reporting person's spouse.
4. Owned by Roundwood Capital, L.P., a limited partnership of which the General Partner is Roundcap LLC, a limited liability company. The reporting person is one of three Managers and Members of Roundcap LLC and, as such, shares investment and voting power with the other two Managers and Members and participates equally with them in a 15% carried interest in all profits of the partnership. The reporting person is also the owner of a 6.38% limited partnership interest Roundwood Capital, L.P. The reporting person disclaims beneficial ownership of the shares owned by the limited partnership other than the percentage of such shares which corresponds to his partnership percentage.
5. Owned by Trustee for the Invacare Retirement Savings Plan. The information given is based on a Plan Statement of December 31, 2002, the most recent information reasonably available.
6. The reporting person still holds previously reported options to purchase 1,493,250 Common Shares (with tandem tax withholding rights) granted under the Invacare Corporation 1994 Performance Plan and the Invacare Corporation 2003 Performance Plan, in reliance upon the exemption provided by Rule 16b-3. All options were granted between February 17, 1995 and August 20, 2003, at exercise prices ranging from $17.00 to $37.70 per share, will expire between February 17, 2005 and August 20, 2013, and became or will become exercisable between February 17, 1996 and March 3, 2008. On August 22, 2003 the reporting person filed a Form 4 to report a grant of options that occured on August 20, 2003. Due to an inadvertent clerical error the total number of shares reported in Column 9 on Table 2 was under-reported.
Remarks:
/s/ Aaron Malachi Mixon, III, by Douglas A. Neary, his attorney-in-fact pursuant to Power of Attorney dated November 12, 2002 on file with the Commission 12/31/2003
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.