Invacare Corporation

10/30/2024 | Press release | Distributed by Public on 10/30/2024 15:51

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
OMB APPROVAL
OMB Number:3235-0287Estimated average burden hours per response...0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Endurant Capital Management LP
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)
66 BOVET ROAD, SUITE 353 		3. Date of Earliest Transaction (Month/Day/Year)
10/29/2024
(Street)
SAN MATEO, CA 94402 		4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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) 2,431,075 A (1) 2,431,075 I See footnote(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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) 2,431,075 11/06/2023 (3) Common Stock 39,900,220 (3) 0 I See footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Endurant Capital Management LP
66 BOVET ROAD, SUITE 353
SAN MATEO, CA 94402 		X
PM Manager Fund, SPC-Segregated Portfolio 33
66 BOVET ROAD, SUITE 353
SAN MATEO, CA 94402 		X
Pham Quang Minh
66 BOVET ROAD, SUITE 353
SAN MATEO, CA 94402 		X

Signatures

/s/ Endurant Capital Management LP, by Quang Minh Pham, Managing Member 10/30/2024
**Signature of Reporting Person Date
/s/ Quang Minh Pham 10/30/2024
**Signature of Reporting Person Date
/s/ PM Manager Fund, SPC-Segregated Portfolio 33, by Michelle Wilson-Clarke, Director 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 Persons 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 Persons 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 Persons and/or certain of their affiliates under the Issuer's Loan and Security Agreement, as amended.
(2) Shares reported herein are held by private investment funds, including PM Manager Fund, SPC-Segregated Portfolio 33 ("SP33"), and separately managed accounts for which Endurant Capital Management LP serves as the investment manager. Mr. Pham serves as the Managing Member of Endurant Capital Management LP. 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.
(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.