Hc2 Holdings Inc. (HCHC): Hudson Bay Capital Unloads Over 3 Million Shares

Page 5 of 7 – SEC Filing

This Amendment No. 8 (“Amendment No.
8”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission
(the “SEC”) on June 9, 2014 (the “Original Schedule 13D”), as amended by Amendment No.
1 filed with the SEC on September 25, 2014 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on
August 14, 2015 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on October 13, 2015
(“Amendment No. 3”), Amendment No. 4 filed with the SEC on October 20, 2015 (“Amendment No.
4”) and Amendment No. 5 filed with the SEC on November 10, 2015 (“Amendment No. 5”), Amendment
No. 6 filed with the SEC on November 19, 2015 (“Amendment No. 6”), and Amendment No. 7 filed with the SEC
on October 11, 2016 (“Amendment No. 7” and together with the Original Schedule 13D, Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8, the
“Schedule 13D”) with respect to the shares of Common Stock, $0.001 par value per share (the
“Common Stock”), of HC2 Holdings, Inc., a
Delaware corporation (the “Company”). Capitalized terms used
herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. This Amendment No.
8 amends Items 3 and 5 as set forth below. This is the final amendment to the Schedule 13D and constitutes an
“exiting filing” for the Reporting Person.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
	HB Fund acquired the 594,521 shares reported herein pursuant to the Voluntary Conversion.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by each of the Reporting Persons.  References to percentage ownerships of Common Stock in this Schedule 13D are based upon 41,818,944 shares that the Reporting Persons were informed by the Company are currently outstanding.  The Reporting Persons may be deemed to beneficially own an aggregate of 594,521 shares of Common Stock, which represents approximately 1.4% of the Company’s Common Stock, calculated in accordance with Rule 13d-3 under the Act.
	By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Rule 13(d)(3) of the Act.  As a member of a group, each Reporting Person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole.  The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other member of the group. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b)	See rows (7) through (10) of the cover pages of this Schedule 13D for the number of shares of Common Stock to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	HB Fund entered into transactions in the shares of Common Stock since the filing of Amendment No. 7, which were all in the open market, which are set forth in Schedule A, and are incorporated herein by reference. The other Reporting Persons did not enter into any transactions in the shares of Common Stock since the filing of Amendment No. 7.
(e)	October 13, 2016.