| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INNOVATE Corp. [ VATE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 7.5% Convertible Senior Notes due 2026 | $42.3143 | 08/04/2025 | S | $2,000,000 | 02/01/0021 | 08/01/2026 | Common Stock | 47,265(1) | (2) | $0 | I | Lancer Capital(3)(4) | |||
| 9.5% Convertible Senior Notes due 2027 | $42.3143 | 08/04/2025 | P | $2,195,000 | 08/04/2025 | 03/01/2027 | Common Stock | 51,873(1) | (2) | $2,195,000 | I | Lancer Capital(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Convertible Notes are convertible at the option of Lancer Capital into shares of the Company's common stock at the conversion rate of $42.3143. |
| 2. On August 4, 2025, pursuant to that Exchange Agreement dated as of July 17, 2025 by and be-tween Lancer Capital LLC ("Lancer Capital") and the Company, Lancer Capital exchanged $2.0 million in principal amount of the Company's 7.5% Convertible Senior Notes due 2026 (the "Old Convertible Notes"), together with all interest accrued and unpaid thereon, for $2.195 million in principal amount of the Company's 9.5% Convertible Senior Notes due 2027 (the "New Convertible Notes"). The Old Convertible Notes were convertible at the option of Lancer Capital into shares of the Company's common stock at any time until their maturity date (August 1, 2026) at the conversion rate of $42.3143, subject to anti-dilution adjustment. The New Convertible Notes are convertible at the option of Lancer Capital into shares of the Company's common stock at any time until their maturity date (March 1, 2027) at the conversion rate of $42.3143, subject to ant-dilution adjustment. |
| 3. The reported shares are directly beneficially owned by Lancer Capital. The Avram Glazer Irrevocable Exempt Trust (the "Trust") is the sole member of Lancer Capital, and in such capacity may be deemed to beneficially own the shares beneficially owned by Lancer Capital. Mr. Avram A. Glazer is the trustee of the Trust, and in such capacity may be deemed to beneficially own the shares beneficially owned by the Trust. |
| 4. Mrs. Jill H. Glazer is the spouse of Mr. Glazer and in such capacity may be deemed to beneficially own the shares beneficially owned by him. |
| Remarks: |
| /s/ Avram A. Glazer | 08/06/2025 | |
| /s/ Jill H. Glazer | 08/06/2025 | |
| /s/ Avram A. Glazer, Trustee or The Avram Glazer Irrevocable Exempt Trust | 08/06/2025 | |
| ** 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. | ||