a13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
SCHEDULE 13D
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. 6)*
  

HC2 Holdings, Inc.
(Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

 
74443P104
  
(CUSIP Number)

Dov Gertzulin
DG Capital Management, LLC
460 Park Avenue, 22nd Floor
New York, NY 10022
Tel. No.: 646-942-5700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 
November 9, 2015
(Date of Event which Requires Filing of this Statement)


 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
1
Names of Reporting Persons.
 
DG Capital Management, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
WC
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
 
8           Shared Voting Power
1,462,534 shares
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
1,462,534 shares

11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,462,534 shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13
Percent of Class Represented by Amount in Row (11)
4.1%
 
14
Type of Reporting Person (See Instructions)
IA, OO (Limited Liability Company)


 
 
 
  
  
1
Names of Reporting Persons.
 
Dov Gertzulin
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Source of Funds (See Instructions):
AF
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
6
Citizenship or Place of Organization.
United States

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
 
8           Shared Voting Power
1,462,534 shares
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
1,462,534 shares

11
Aggregate Amount Beneficially Owned by Each Reporting Person
1,462,534 shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13
Percent of Class Represented by Amount in Row (11)
4.1%
 
14
Type of Reporting Person (See Instructions)
HC, IN

 
 
 
 
 
 
AMENDMENT NO. 6 TO SCHEDULE 13D
 

This Amendment No. 6 to Schedule 13D (this “Amendment”) relates to shares of Common Stock, par value $0.001 per share (the “Common Stock”) of HC2 Holdings, Inc., a Delaware corporation formerly known as PTGi Holding, Inc. (the “Issuer”), 460 Herndon Parkway, Suite 150, Herndon, Virginia 20170. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on January 15, 2014 and amended on June 5, 2014, October 1, 2014, April 16, 2015, June 5, 2015 and October 26, 2015. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

This Amendment is being filed to supplement Item 5 of the Schedule 13D as set forth below.

Item 5.
Interest in Securities of the Issuer

(a) and (b)  See Items 7-11 of the cover pages to this Amendment.  

(c)  The following table provides information regarding open market purchases and shares of Common Stock that were effected during the sixty day period prior to the filing of this Amendment by private accounts with respect to which the Reporting Persons have direct or indirect investment control.
 
 
 
 Transaction
 
 Date
  
No. Shares
  
Price Per Share
  
Type of Stock
 
Open market purchase 10/30/2015 22,906 $7.23 Common
Open market sale 11/2/2015 12,169 $7.38 Common
Open market sale 12/14/2015 10,368 $5.67 Common
Open market sale 12/14/2015
4,406
 $5.48 Common
Open Market Sale
12/15/2015
2,993
$5.49
Common
Open Market Sale
12/16/2015
10,000
$5.20
Common
Open Market Sale
12/17/2015
20,000
$5.34
Common
Open Market Sale
12/17/2015
4,204
$5.39
Common
Open Market Sale
12/18/2015
1,300
$5.21
Common
Open Market Sale
12/21/2015
21,460
$5.19
Common
Open Market Sale
12/22/2015
30,000
$5.11
Common
Open Market Sale
12/23/2015
30,000
$5.24
Common
Open Market Sale
12/23/2015
200
$5.36
Common
Open Market Sale
12/24/2015
10,126
$5.43
Common
Open Market Sale
12/28/2015
27,401
$5.12
Common
Open Market Sale
12/29/2015
25,013
$5.24
Common

In addition, on December 28, 2015, pursuant to the terms governing the Issuer’s convertible participating preferred stock (“Series A Preferred”), the Reporting Persons converted 828 shares of Series A Preferred stock into 197,471 Shares of Common Stock.

(d)  Not applicable.

(e)  The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on November 9, 2015, on which date the Issuer closed a public offering of 8,452,500 shares of Common Stock.
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:              December 29, 2015
 
 
DG CAPITAL MANAGEMENT, LLC
   
 
By: /s/ Dov Gertzulin
 
Dov Gertzulin, Managing Member
   
   
 
DOV GERTZULIN
   
 
By: /s/ Dov Gertzulin
 
Dov Gertzulin, Individually