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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^*

Benefit Street Partners LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET

SUITE 4700

(Street)

NEW YORK

10019

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2014

4. If Amendment, Date of 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

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)

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)
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁵⁾	09/22/2014		H			5,611.5	⁽⁴⁾	⁽⁴⁾	Common Stock	1,320,353⁽⁵⁾	⁽¹⁾	0	I	By Providence Debt Fund L.P.⁽²⁾⁽³⁾
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁵⁾	09/22/2014		H			2,988.5	⁽⁴⁾	⁽⁴⁾	Common Stock	703,176⁽⁵⁾	⁽¹⁾	0	I	By Providence Debt Fund III Master (Non-US) L.P.⁽²⁾⁽³⁾
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁵⁾	09/22/2014		H			2,937.5	⁽⁴⁾	⁽⁴⁾	Common Stock	691,176⁽⁵⁾	⁽¹⁾	0	I	By PECM Strategic Funding L.P.⁽²⁾⁽³⁾
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁵⁾	09/22/2014		H			962.5	⁽⁴⁾	⁽⁴⁾	Common Stock	226,471⁽⁵⁾	⁽¹⁾	0	I	By Benefit Street Partners SMA LM L.P.⁽²⁾⁽³⁾
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁶⁾	09/22/2014		P		5,611.5		⁽⁴⁾	⁽⁴⁾	Common Stock	1,407,863⁽⁶⁾	⁽¹⁾	5,611.5	I	By Providence Debt Fund L.P.⁽²⁾⁽³⁾
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁶⁾	09/22/2014		P		2,988.5		⁽⁴⁾	⁽⁴⁾	Common Stock	749,781⁽⁶⁾	⁽¹⁾	2,988.5	I	By Providence Debt Fund III Master (Non-US) L.P.⁽²⁾⁽³⁾
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁶⁾	09/22/2014		P		2,937.5		⁽⁴⁾	⁽⁴⁾	Common Stock	736,986⁽⁶⁾	⁽¹⁾	2,937.5	I	By PECM Strategic Funding L.P.⁽²⁾⁽³⁾
Series A Convertible Participating Preferred Stock⁽⁷⁾	⁽¹⁾⁽⁴⁾⁽⁶⁾	09/22/2014		P		962.5		⁽⁴⁾	⁽⁴⁾	Common Stock	241,481⁽⁶⁾	⁽¹⁾	962.5	I	By Benefit Street Partners SMA LM L.P.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Benefit Street Partners LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET

SUITE 4700

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Providence Equity Capital Markets L.L.C.

(Last)

(First)

(Middle)

9 WEST 57TH STREET

SUITE 4700

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NELSON JONATHAN M

(Last)

(First)

(Middle)

50 KENNEDY PLAZA

18TH FLOOR

(Street)

PROVIDENCE

02903

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SALEM PAUL J

(Last)

(First)

(Middle)

50 KENNEDY PLAZA

18TH FLOOR

(Street)

PROVIDENCE

02903

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CREAMER GLENN M

(Last)

(First)

(Middle)

50 KENNEDY PLAZA

18TH FLOOR

(Street)

PROVIDENCE

02903

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gahan Thomas

(Last)

(First)

(Middle)

9 WEST 57TH STREET

SUITE 4700

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. The two transactions reported in Table II above relate to an amendment to the terms of the outstanding shares of Series A Convertible Participating Preferred Stock to, among other things, reduce the initial conversion price from $4.25 per share to $4.00 per share, in each case subject to adjustment in accordance with the terms of the Series A Convertible Participating Preferred Stock. This amendment to the terms of the Series A Convertible Participating Preferred Stock is reported on this Form 4 as the cancellation of the "old" shares of Series A Convertible Participating Preferred Stock and the acquisition of "new" shares of Series A Convertible Participating Preferred Stock.

2. The shares are held by Providence Debt Fund III L.P., Providence Debt Fund III Master (Non-US) L.P., PECM Strategic Funding L.P. and Benefit Street Partners SMA LM L.P. (collectively, the "Providence Funds"). Benefit Street Partners L.L.C. ("BSP") is the investment manager of each of Providence Debt Fund III L.P., Providence Debt Fund III Master (Non-US) L.P. and Benefit Street Partners SMA LM L.P. Providence Equity Capital Markets L.L.C. ("PECM") is the investment manager of PECM Strategic Funding L.P. Messrs. Creamer, Gahan, Nelson and Salem collectively control each of BSP and PECM through their indirect ownership of membership interests of BSP and PECM (continued in footnote 3).

3. (continued from footnote 2) As a result, each of Messrs. Creamer, Gahan, Nelson and Salem and BSP may be deemed to share beneficial ownership of the shares held by each of Providence Debt Fund III L.P., Providence Debt Fund III Master (Non-US) L.P. and Benefit Street Partners SMA LM L.P., and each of Messrs. Creamer, Gahan, Nelson and Salem and PECM may be deemed to share beneficial ownership of the shares held by the Providence Funds, except to the extent of its or his pecuniary interest therein.

4. The Series A Convertible Participating Preferred Stock is convertible at the option of the holder of the security and will be convertible at the option of the Company, beginning on the third anniversary of the date of issuance, in each case at the then applicable conversion rate. The conversion rate is generally determined by dividing the then applicable accrued value of a share of Series A Convertible Participating Preferred Stock by the then applicable conversion price.

5. Represents 12,500 shares of Series A Convertible Participating Preferred Stock at the original conversion rate of approximately 235.294

6. Represents 12,500 shares of Series A Convertible Participating Preferred Stock at the adjusted conversion rate of approximately 250.889. This adjusted conversion rate reflects the change to the conversion price described in footnote 1 above as well as the receipt on July 15, 2014 of a quarterly accreting dividend on the shares of Series A Convertible Participating Preferred Stock that is payable by means of an increase in the accrued value of each outstanding share of Series A Convertible Participating Preferred Stock.

7. Par value $0.001 per share.

Remarks:

	/s/ Bryan R. Martoken, Authorized Signatory, Benefit Street Partners L.L.C.	09/24/2014
	/s/ Bryan R. Martoken, Authorized Signatory, Providence Equity Capital Markets L.L.C.	09/24/2014
	/s/ Jonathan M. Nelson	09/24/2014
	/s/ Paul J. Salem	09/24/2014
	/s/ Glenn M. Creamer	09/24/2014
	/s/ Thomas J. Gahan	09/24/2014
	** 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).
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