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Filing Details

Accession Number:: 0000899243-22-036592
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-11-21 21:59:15
Reporting Period:: 2022-11-17

Accepted Time:: 2022-11-21 21:59:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
742112	Invacare Corp	IVC	Orthopedic, Prosthetic & Surgical Appliances & Supplies (3842)	952680965

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1535144	H Steven Rosen	25101 Chagrin Boulevard, Suite 350 Cleveland OH 44122		Yes	No	No	Yes
1933086	Azurite Management Llc	25101 Chagrin Boulevard, Suite 350 Cleveland OH 44122		No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Shares, No Par Value	Disposition	2022-11-17	20,000	$0.45	3,768,053	No	4	S	Indirect	As sole manager of Azurite Management LLC
Common Shares, No Par Value	Disposition	2022-11-18	102,820	$0.38	3,665,233	No	4	S	Indirect	As sole manager of Azurite Management LLC
Common Shares, No Par Value	Disposition	2022-11-21	24,671	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	As sole manager of Azurite Management LLC
No	4	S	Indirect	As sole manager of Azurite Management LLC
No	4	D	Direct

Footnotes

The price reported in column 4 is a weighted average price. These common shares, no par value (the "Common Shares"), were sold in multiple transactions at prices ranging from $0.460 to $0.462, inclusive. The Reporting Persons undertake to provide to Invacare Corporation (the "Issuer"), any securityholder of the Issuer or the staff of the Securities and Exchange Commission ("SEC Staff"), upon request, full information regarding the number of shares sold at each price within the range specified herein.
The price reported in column 4 is a weighted average price. These Common Shares were sold in multiple transactions at prices ranging from $0.370 to $0.410, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder of the Issuer or the SEC Staff, upon request, full information regarding the number of shares sold at each price within the range specified herein.
Azurite Management LLC ("Azurite") is the owner of record of all such Common Shares. Mr. Rosen, in his capacity as the sole manager of Azurite, has the ability to indirectly control the decisions of Azurite regarding the vote and disposition of securities held by Azurite, and as such may be deemed to have indirect beneficial ownership of the Common Shares held by Azurite. Mr. Rosen disclaims beneficial ownership of the Common Shares owned by Azurite, except to the extent of his pecuniary interest therein.
This Form 4 is being filed as a result of sales of Common Shares by Azurite. The sales were effected at prices below the prices of the purchases reported in the Form 4s filed by the Reporting Persons on June 7, 2022 (as amended on June 8, 2022) and June 27, 2022, such that there is no profit for purposes of Section 16(b) and the rules promulgated thereunder.
Represents Mr. Rosen's voluntary return to the Issuer for no consideration of outstanding restricted stock units ("RSUs"), which were previously granted to him as a member of the Issuer's board of directors on August 22, 2022 (as reported on his Form 4 on August 24, 2022). Mr. Edward V. Crawford, another member of the Issuer's board of directors, also simultaneously returned the same number of RSUs for no consideration (as reported on his separate Form 4). The returns were approved by the Issuer's board of directors under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The sales of the Common Shares and the returns of RSUs by Messrs. Rosen and Crawford were carried out to ensure the group of which the Reporting Persons are members (including Mr. Rosen, Azurite, Crawford United Corporation ("Crawford United"), Edward F. Crawford and Matthew V. Crawford, and collectively, the "Group")) collectively beneficially own less than 10% of the Issuer's total voting power. The Group members undertook these transactions promptly upon their discovery that the Group may have inadvertently become subject to Section 1704 of the Ohio Revised Code when previously exceeding 10% of the Issuer's total voting power. Following this slight reduction in the Group's ownership, Mr. Rosen and Mr. Crawford continue to serve as members of the Issuer's board of directors.