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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FALCONE PHILIP

(Last)

(First)

(Middle)

C/O HC2 HOLDINGS, INC.

450 PARK AVENUE, 30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HC2 HOLDINGS, INC. [ HCHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO, Chairman and President

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2018

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/20/2018		G	V	50,000	D	$0	2,144,773	D
Common Stock	09/05/2018		G	V	25,000	D	$0	2,119,773	D
Common Stock	09/11/2018		M		150,000	A	$4.05	2,269,773	D
Common Stock	09/11/2018		M		21,795	A	$4.02	2,291,568	D
Common Stock	09/11/2018		F⁽¹⁾		136,293	D	$6.08	2,155,275	D
Common Stock								540,000	I	Global Opportunities Breakaway MM LLC

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (Right To Buy)	$4.05	09/11/2018		M			150,000	⁽²⁾	10/28/2024⁽³⁾	Common Stock	150,000	$0	84,608	D
Stock option (Right To Buy)	$4.02	09/11/2018		M			21,795	⁽²⁾	10/28/2024⁽³⁾	Common Stock	21,795	$0	28,452	D

Explanation of Responses:

1. Shares net settled by Issuer to satisfy the exercise price of options and taxes payable in connection with the exercise of previously awarded options.

2. The Option vested and became exercisable in three equal annual installments beginning on October 28, 2014.

3. The Expiration Date of this Option is being amended on this Form 4 to correct an error in the Original Form 4 filed on October 30, 2014.

Remarks:

	/s/ Joseph A. Ferraro, Attorney-in-Fact	09/13/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

LIMITED POWER OF ATTORNEY FOR
SECTION 16 AND SECTION 13D REPORTING OBLIGATIONS

      Know all by these presents, that the undersigned hereby makes, constitutes and appoints
Michael J. Sena,  Joseph A. Ferraro and Jeanne E. Rouleau, or any one of them signing singly,
the undersigned's true and lawful attorney-in-fact, with full power and authority to:
      (1)    prepare, execute in the undersigned's name and on the undersigned's behalf, and
submit to the U.S. Securities and Exchange Commission ("SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports required
by Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder
as amended from time to time (the "Exchange Act");
      (2)    prepare, execute, deliver and file for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of HC2 Holdings, Inc. (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act;
      (3)    should the undersigned be subject to Schedule 13D reporting, prepare, execute,
deliver and file for and on behalf of the undersigned, any Schedule 13D or amendment thereto;
      (3)    do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, of Schedule 13D,
including any electronic filing thereof, complete and execute any amendment or amendments
thereto, and timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority;
      (4)    seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such person to release any such information to the undersigned and approves and
ratifies any such release of information; and
      (5)    take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
      The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.
      The undersigned acknowledges that the responsibility to file the Forms 3, 4 and 5 are the
responsibility of the undersigned, and the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
further acknowledges and agrees that the attorneys-in-fact and the Company are relying on
written and oral information provided by the undersigned to complete such forms and the
undersigned is responsible for reviewing the completed forms prior to their filing.  The
attorneys-in-fact and the Company are not responsible for any errors or omissions in such
filings.  The attorneys-in-fact and the Company are not responsible for determining whether or
not the transactions reported could be matched with any other transactions for the purpose of
determining liability for short-swing profits under Section 16(b).
      This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 or Schedule 13D with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of March, 2018.


Signature:      /s/ Philip A. Falcone
Print Name:  Philip A. Falcone


STATE OF NEW YORK    )
COUNTY OF NEW YORK    )

SWORN TO AND SUBSCRIBED BEFORE ME this 7th day of March, 2018, by Philip A.
Falcone, personally known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument.


/s/ Stella Bender
Notary Public  State of New York
NO. 01BE6208193
Qualified in New York County
My Commission Expires June 22, 2021