Invacare Corporation

10/30/2024 | Press release | Distributed by Public on 10/30/2024 15:39

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. 20549STATEMENT 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 *
TENOR CAPITAL MANAGEMENT Co., L.P.
2. Issuer Name and Ticker or Trading Symbol
INVACARE HOLDINGS Corp [IVCRQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
810 SEVENTH AVENUE, SUITE 1905 		3. Date of Earliest Transaction (Month/Day/Year)
10/29/2024
(Street)
NEW YORK, NY 10019 		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
Series B Redeemable Preferred Stock (non-convertible) 10/29/2024 P(1) 713,698 A (1) 713,698 I See footnote(2)
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
9.00% Series A Convertible Participating Preferred Stock (3) 10/29/2024 S(1) 713,698 11/06/2023 (3) Common Stock 11,713,627 (3) 0 I See footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TENOR CAPITAL MANAGEMENT Co., L.P.
810 SEVENTH AVENUE, SUITE 1905
NEW YORK, NY 10019 		X

Signatures

/s/ Tenor Capital Management Company, L.P., by Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC 10/30/2024
**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) Effective as of October 29, 2024, the Reporting Person exchanged each share of 9.00% Series A Convertible Participating Preferred Stock of the Issuer (the "Series A Preferred Stock") then held by the Reporting Person for (i) one share of nonconvertible Series B Redeemable Preferred Stock of the Issuer and (ii) an increase by approximately $26.41 of the principal amount due to the Reporting Person and/or certain of its affiliates under the Issuer's Loan and Security Agreement, as amended.
(2) Shares reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. Each 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 4 shall not be construed as an admission that the Reporting Person 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.
(3) The Series A Preferred Stock has no expiration date. Holders of shares of Series A Preferred Stock have the option to convert all or a portion of their shares of Series A Preferred Stock into common stock of the Issuer at a rate equal to the then liquidation preference of the Series A Preferred Stock (initially $25 per share) divided by $1.72076211. The Series A Preferred Stock contains automatic adjustment features to the liquidation preference including, among other things, an accruing payment-in-kind dividend feature.
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.