SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DAVIDSON KEMPNER CAPITAL MANAGEMENT LP

(Last)

(First)

(Middle)

520 MADISON AVENUE

30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2024

3. Issuer Name and Ticker or Trading Symbol
INVACARE HOLDINGS Corp [ IVC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share ("Common Stock")	717,650	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
9.00% Series A Convertible Participating Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	7,259,791⁽⁶⁾⁽⁷⁾	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

DAVIDSON KEMPNER CAPITAL MANAGEMENT LP

(Last)

(First)

(Middle)

520 MADISON AVENUE

30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

M.H. DAVIDSON & CO.

(Last)

(First)

(Middle)

885 THIRD AVENUE

SUITE 3300

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Davidson Kempner Arbitrage, Equities & Relative Value LP

(Last)

(First)

(Middle)

520 MADISON AVENUE, 30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

YOSELOFF ANTHONY ALEXANDER

(Last)

(First)

(Middle)

DAVIDSON KEMPNER CAPITAL MANAGEMENT LP

520 MADISON AVENUE, 30TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities reported on this line are held directly by: (i) M.H. Davidson & Co., a New York limited partnership ("CO") and (ii) Davidson Kempner Arbitrage, Equities and Relative Value LP, a Cayman Islands exempted limited partnership ("DKAERV" and together with CO, the "DK Holders").

2. M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company ("Liquid GP Topco"), is the managing member of CO GP. Davidson Kempner Multi-Strategy GP II LLC, a Delaware limited liability company ("DKAERV GP"), is the general partner of DKAERV and Liquid GP Topco is the managing member of DKAERV GP. (Continued in footnote 3)

3. Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager to each of the DK Holders. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Eric P. Epstein, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by the DK Holders.

4. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

5. At any time on or after the Free Convertibility Date, holders of shares of the Issuer's 9.00% Series A Convertible Participating Preferred Stock, par value $0.001 per share ("Series A Preferred Shares") have the option to convert all or a portion of Series A Preferred Shares into shares of Common Stock at a conversion price of $1.72076211 per share, subject to certain adjustments as described in the Certificate of Designations. The Free Convertible Date means the earlier to occur of November 6, 2023 and the occurrence of certain liquidation, dissolution or mandatory redemption events. The Series A Preferred Shares have no expiration date.

6. Includes accumulated dividends through and including December 15, 2023.

7. The Reporting Persons cannot convert the Series A Preferred Shares if the Reporting Persons would beneficially own, after such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). The number of shares set forth on column (3) does not give effect to the Blocker.

Remarks:

As reported in the Schedule 13D filed by the Reporting Persons on February 2, 2024, the Reporting Persons may be deemed to be part of a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, that in the aggregate beneficially owns more than 10% of the Common Stock.

	/s/ M.H. Davidson & Co., By: M.H. Davidson & Co. GP, L.L.C., its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: Anthony A. Yoseloff, its Executive Managing Member	02/12/2024
	/s/ Davidson Kempner Arbitrage, Equities and Relative Value LP, By: Davidson Kempner Multi-Strategy GP II LLC, its General Partner, By: Davidson Kempner Liquid GP Topco LLC, its Managing Member, By: /s/ Anthony A. Yoseloff, its Executive Managing Member	02/12/2024
	/s/ Davidson Kempner Capital Management LP, By: Anthony A. Yoseloff, its Executive Managing Member	02/12/2024
	/s/ Anthony A. Yoseloff	02/12/2024
	** 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 5 (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.

New insider Davidson Kempner Capital Management Lp claimed ownership of 717,650 shares (SEC Form 3)