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 44035

(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)
02/22/2006
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 02/22/2006 M 81,000 A $24.75 583,087 D
Common Shares 02/22/2006 F 66,734 D $33.35 516,353 D
Common Shares 88,224 I By GRAT(1)
Common Shares 245,925 I By Spouse(2)
Common Shares 88,224 I By GRAT(2)(3)
Common Shares 24,577 I By GRAT(2)(4)
Common Shares 24,576 I By GRAT(2)(5)
Common Shares 18,319 I By Invacare Retirement Savings Plan(6)
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) $24.75 02/22/2006 M 81,000 03/31/2000 02/26/2006 Common Shares 81,000 $0.00 0 D
Employee Stock Option (Right to Buy) (7) (8) (8) Common Shares 1,601,650 1,601,650(8) D
Explanation of Responses:
1. Owned by the Trustee for the 2003 Grantor Retained Annuity Trust created by the reporting person.
2. 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.
3. Owned by the Trustee for the 2003 Grantor Retained Annuity Trust created by the reporting person's spouse.
4. Owned by the Trustee for the 1997 Grantor Retained Annuity Trust created by the reporting person's spouse.
5. Owned by the Trustee for the 1997 Grantor Retained Annuity Trust created by the reporting person.
6. Owned by Trustee for the Invacare Retirement Savings Plan. The information given is based on a Plan Statement of December 31, 2005, the most recent information reasonably available.
7. No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
8. The reporting person holds previously reported options to buy 1,601,650 Common Shares (with tandem tax withholding rights) under the Invacare Corporation 1994 Performance Plan and the Invacare Corporation 2003 Performance Plan, granted in reliance upon the exemption provided by Rule 16b-3, all of which are currently exercisable. All options were granted between February 20, 1997 and September 8, 2005, at exercise prices between $18.6875 to $44.30 per share, will expire between February 20, 2007 and September 8, 2015 and became exercisable between March 31, 1998 and December 21, 2005.
Remarks:
/s/ A. Malachi Mixon, by Douglas A. Neary, his attorney-in-fact pursuant to Power of Attorney, dated August 24, 2004 on file with the Commission. 02/24/2006
** 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.