Azurite Trims Invacare Stake after Inadvertently Passing 10% Ownership Trigger

Fintel reports that Rosen Steven H and his Azurite Management LLC filed a 13D/A form with the SEC disclosing ownership of 3,665,233 shares of Invacare Corporation (IVC). This represents 9.7% of the company.

Rosen said the firm sold the shares after inadvertently passing above 10% company ownership, and it wants to stay below that level, which triggered more intensive financial reporting.

In their previous filing dated Aug. 25, 2022, they reported 3,946,558 shares and 10.30% of the company, a decrease in shares of 7.13% and a decrease in total ownership of 0.60% (calculated as current – previous percent ownership).

In its latest filing, Azurite said, “between November 14, 2022, and November 19, 2022, Azurite sold 281,325 common shares. Additionally, on November 21, 2022, Mr. Rosen and Mr. Edward F. Crawford each voluntarily returned to the Issuer for no consideration their 24,671 outstanding restricted stock units, which were previously granted to them by Invacare directors on August 22, 2022. The board approved the returns under Rule 16b-3 under the Exchange Act. The Reporting Persons undertook these transactions promptly upon their discovery that they may have inadvertently become subject to Section 1704 of the Ohio Revised Code when previously exceeding 10% of Invacare’s total voting power.”

The Issuer and the Reporting Persons also amended the Cooperation Agreement on November 21, 2022 (i) to allow the Reporting Persons a continued right to designate directors of the Issuer’s Board provided the Reporting Persons and their affiliates collectively own at least 3,600,000 Common Shares of the Issuer, and (ii) to amend the Ownership Threshold under the Standstill to 9.995% of the total voting power. Following the Reporting Persons? a slight reduction in ownership, Mr. Rosen and Mr. Crawford continue to serve as members of the Issuer’s Board.

The foregoing description of Amendment No. 1 to the Cooperation Agreement is qualified in its entirety by reference to the full text of such amendment, a copy of which is attached to this Amendment No. 3 as Exhibit 7.6 and incorporated herein by reference.

Invacare Corporation is a leading manufacturer and distributor in its markets for medical equipment used in non-acute care settings. At its core, the Company designs, manufacture and distributes medical devices that help people to move, breathe, rest and perform essential hygiene.

The company provides clinically complex medical device solutions for congenital (e.g., cerebral palsy, muscular dystrophy, spina bifida), acquired (e.g., stroke, spinal cord injury, traumatic brain injury, post-acute recovery, pressure ulcers), and degenerative (e.g., ALS, multiple sclerosis, chronic obstructive pulmonary disease (COPD), elderly, bariatric) ailments.

The company’s products are important parts of care for people with a wide range of challenges, from those who are active and involved in work or school each day and may need additional mobility or respiratory support to those who are cared for in residential care settings, at home and in rehabilitation centers.

The company sells its products principally to home medical equipment providers with retail and e-commerce channels, residential care operators, distributors and government health services in North America, Europe and Asia Pacific.

What are other large shareholders doing?


First Manhattan Co holds 1,850,000 shares representing 4.90% ownership of the company. In it’s prior filing, the firm reported owning 445,000 shares, representing an increase of 75.95%. The firm increased its portfolio allocation in IVC by 166.46% over the last quarter.

Charles Schwab Investment Management Inc holds 1,821,409 shares representing 4.82% ownership. In it’s prior filing, the firm reported owning 1,017,324 shares, representing an increase of 44.15%. The firm decreased its portfolio allocation in IVC by 2.67% over the last quarter.

Renaissance Technologies LLC holds 1,647,269 shares representing 4.36% ownership of the company. In it’s prior filing, the firm reported owning 1,806,869 shares, representing a decrease of 9.69%. The firm decreased its portfolio allocation in IVC by 33.61% over the last quarter.

D.E. Shaw & Co., Inc. holds 1,394,763 shares representing 3.69% ownership of the company. No change in the last quarter.

Rutabaga Capital Management LLC/ma holds 1,127,802 shares representing 2.99% ownership. In it’s prior filing, the firm reported owning 1,872,034 shares, representing a decrease of 65.99%. The firm decreased its portfolio allocation in IVC by 59.95% over the last quarter.

What is the overall Fund Sentiment?

There are 142 funds or institutions reporting positions in Invacare Corporation. This is a decrease of 68 owner(s) or 32.38%.

The average portfolio weight of all funds dedicated to Invacare Corporation is 0.0219%, decreasing by 10.1776%. Total shares owned by institutions decreased in the last three months by 9.96% to 20,460,611 shares.

Fintel’s Fund Sentiment Score is a quantitative model that ranks companies from zero to 100 based on Fund Sentiment. Fund Sentiment is important because it tells you if funds are buying or selling – particularly, how the company ranks compared to other companies in the investing universe.

This article originally appeared on Fintel.

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