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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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OMB APPROVAL | |||||||||||||
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OMB Number: 3235-0101 Expires: May 31, 2017
Estimated average burden hours per response . . . . . . . . . . . . . . . . .1.00 | ||||||||||||||
| SEC USE ONLY | ||||||||||||||
| DOCUMENT SEQUENCE NO. | ||||||||||||||
| ATTENTION: | Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. |
CUSIP NUMBER
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1 (a) NAME OF ISSUER (Please type or print)
Invacare Corporation |
(b) IRS IDENT. NO.
98-2680965 |
(c) S.E.C. FILE NO.
001-15103 |
WORK LOCATION
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| 1 (d) ADDRESS OF ISSUER | STREET | CITY | STATE | ZIP CODE | (e) TELEPHONE NO. | |||||||||
| One Invacare Way, P.O. Box 4028 | Elyria | OH | 44036 |
AREA CODE 440 |
NUMBER 329-6000 | |||||||||
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2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
Aaron Malachi Mixon III (1) (2) |
(b) RELATIONSHIP TO ISSUER
Shareholder / Retired Director (effective 6/30/2015) |
(c) ADDRESS STREET
31100 Pinetree Road, #208 |
CITY
Pepper Pike |
STATE
OH |
ZIP CODE
44124 | |||||||||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
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3 (a) Title of the Class of Securities To Be Sold |
(b) Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities |
SEC USE ONLY |
(c) Number of Shares or Other Units To Be Sold (See instr. 3(c)) |
(d)
Aggregate Market Value (See instr. 3(d))
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(e) Number of Shares or Other Units Outstanding (See instr. 3(e))
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(f)
Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.) |
(g)
Name of Each Securities Exchange (See instr. 3(g)) |
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Broker-Dealer File Number
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| Common Shares |
Janney Montgomery Scott LLC 1717 Arch Street Philadelphia, PA 19103-2473 |
318,197 (1) (2) (3) | $3,726,086.87 (calculated based on October 7, 2016 closing price of $11.71 per share) |
31,740,079 (as of 06/03/2016) |
10/11/2016 to 01/10/2017 | NYSE |
INSTRUCTIONS:
| 1. | (a) | Name of issuer | 3. | (a) | Title of the class of securities to be sold |
| (b) | Issuer's I.R.S. Identification Number | (b) | Name and address of each broker through whom the securities are intended to be sold | ||
| (c) | Issuer's S.E.C. file number, if any | (c) | Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | ||
| (d) | Issuer's address, including zip code | (d) | Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice | ||
| (e) | Issuer's telephone number, including area code | ||||
| 2. | (a) | Name of person for whose account the securities are to be sold | (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer | |
| (b) | Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | (f) | Approximate date on which the securities are to be sold | ||
| (c) | Such person's address, including zip code | (g) | Name of each securities exchange, if any, on which the securities are intended to be sold |
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (08-07)
TABLE I – SECURITIES TO BE SOLD (4)
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
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Title of the Class |
Date you Acquired |
Nature of Acquisition Transaction |
Name of Person from Whom Acquired (If gift, also give date donor acquired) |
Amount of Securities Acquired |
Date of Payment |
Nature of Payment |
| Common Shares | 12/15/1994 |
1992 Stock options
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Invacare Corporation
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32,294
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12/15/94
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Paid with shares he otherwise would have received when he exercised the options
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| Common Shares |
2001 – 2015
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Distributions from Aaron Malachi Mixon III
Family Trust
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Aaron Malachi Mixon III Family Trust (GRAT)(various dates from 1998 to 2013) / Open market purchases |
19,045
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2001 – 2015, with respect to open market purchases
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Funds in IRA account, with respect to open market purchases
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| Common Shares |
May 2010 - Nov 2015
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Restricted Stock Grants Matured
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Invacare Corporation
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17,680
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N/A – Grants from the company during May 2010 - Nov 2015
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N/A
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Common Shares
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Dec 2010 - Dec 2015
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Open market purchases
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Open market purchases
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45,932
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Dec 2010 - Dec 2015
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Cash on hand
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Common Shares
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Dec 2001
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Distributions from Aaron Malachi Mixon III Family Trust (a Grantor Retained Annuity Trust)
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Aaron Malachi Mixon III Family Trust (GRAT)(1997)
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2,783
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N/A – distributions from GRAT in Dec 2001
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N/A
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Common Shares
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June 1996 - Oct 1999
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Distributions from Aaron Malachi Mixon III Family Trust (a Grantor Retained Annuity Trust)
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Aaron Malachi Mixon III Family Trust (GRAT)(1992 to 1996) |
201
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N/A – distributions from GRAT from June 1996 to Oct 1999
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N/A
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Common Shares
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Feb 1979
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Private sale / acquisition
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Johnson & Johnson
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2,776
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Feb 1979
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Cash on hand
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Common Shares
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Apr - Nov 2008 |
Distributions from Aaron Malachi Mixon III
Family Trust
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Aaron Malachi Mixon III Family Trust (GRAT) (2004)
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7,500
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N/A – distributions from GRAT from April to November 2008
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N/A
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Common Shares
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Feb 22, 1979
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Private sale / acquisition | Johnson & Johnson | 48,139 | Feb 22, 1979 | Cash on hand |
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INSTRUCTIONS:
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If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. |
TABLE II – SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
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N/A
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REMARKS:
| (1) | Based on the definition of “person” in Rule 144(a), the persons for whose accounts securities are to be sold pursuant to this Form 144 filing are: (a) Aaron Malachi Mixon III, an affiliate of the Issuer (“Mixon”); (b) Barbara W. Mixon, spouse of Mixon, who has the same home as Mixon; (c) the Barbara W. Mixon 2012 Family Trust (a Grantor Retained Annuity Trust or the “GRAT”), an affiliate of Mixon’s spouse; (d) the Barbara W. Mixon Revocable Trust of which Mixon’s spouse is the Trustee; (e) the Aaron Malachi Mixon III Revocable Trust of which Mixon is the Trustee; and (f) the individual retirement account of Mixon. |
| (2) | Simultaneously with the filing of this Form 144, each of Mixon’s spouse and the GRAT is filing a paper copy of Form 144, each as an affiliate of the Issuer, with respect to the sale of the same shares reported in Item 3(c). |
| (3) | While Mixon, individually, the Aaron Malachi Mixon III Revocable Trust and Mixon’s individual retirement account together own and will be selling only 176,350 of the Common Shares reported in Item 3(c), the total number of shares reported in such item was calculated based on the aggregation principles set forth in Rule 144(e) to take into account the additional Common Shares that will be sold by Mixon’s spouse, the GRAT and her other affiliates. |
| (4) | Because Mixon is the signatory of this Form 144, the information provided in this table pertains to the 176,350 Common Shares that Mixon, individually, the Aaron Malachi Mixon III Revocable Trust and Mixon’s individual retirement account will be selling. The information called for by this table that pertains to the other shares reported in Item 3(c) can be found in the Form 144-s being filed simultaneously with this Form by each of Mixon’s spouse and the GRAT. |
| INSTRUCTIONS: | ||
| See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. | ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. |
| 10/11/2016 | /s/ Aaron Malachi Mixon III | |
| DATE OF NOTICE | (SIGNATURE) | |
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DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 |
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures |
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
SEC 1147 (02-08)