Innovate Corporation

30/10/2024 | Press release | Distributed by Public on 30/10/2024 20:39

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Voigt Paul
2. Issuer Name and Ticker or Trading Symbol
INNOVATE Corp. [VATE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CEO
(Last) (First) (Middle)
295 MADISON AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2024
(Street)
NEW YORK, NY 10017
4. If Amendment, Date 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
(City) (State) (Zip)
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 Stock 10/29/2024(1) A 95,322 A $ 0 306,977 D
Common Stock 10/29/2024(2) A 142,857 A $ 0 449,834 D
Common Stock 7,537 I Jessie Holdings LLC(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Stock option (Right To Buy) $25(4) 10/29/2024(5) A 100,000(6) 10/29/2024 09/15/2033 Common Stock 100,000 $ 0 100,000 D
Stock option (Right To Buy) $4.22(7) 10/29/2024(8) A 100,000 09/15/2025 09/15/2034 Common Stock 100,000 $ 0 100,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Voigt Paul
295 MADISON AVENUE
12TH FLOOR
NEW YORK, NY 10017
Interim CEO

Signatures

/s/ Paul Voigt 10/29/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The restricted stock unit award (the "RSU") was granted on October 11, 2023, subject to stockholder approval of an amendment to the Second Amended and Restated 2014 Omnibus Equity Award Plan (the "Second A&R 2014 Plan") to increase the number of shares of Common Stock available thereunder to satisfy the settlement of the grant (the "Share Approval Condition"), which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024.
(2) The RSU was granted on August 19, 2024, subject to the Share Approval Condition, which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024.
(3) Reporting Person is the Manager of Jessie Holdings LLC and has sole voting and investment control.
(4) The option award was granted with an exercise price of $25.00 per share (retroactively adjusted to reflect the 1-for-10 reverse split of the Common Stock effective as of August 8, 2024), which price was greater than the fair market value per share on the date of the grant.
(5) The option award was granted on September 15, 2023, subject to the Share Approval Condition, which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024.
(6) The reported shares have been retroactively adjusted to reflect the 1-for-10 reverse split of the Issuer's Common Stock effective as of August 8, 2024.
(7) The option award was granted on September 15, 2024 with an exercise price to be set at 110% of the 10-day VWAP on the date of the grant.
(8) The option award was granted on September 15, 2024, subject to the Share Approval Condition, which was approved by the stockholders on October 4, 2024 effective as of October 29, 2024.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.