Sec Form 4 Filing - Ferraro Joseph Anthony @ HC2 HOLDINGS, INC. - 2020-07-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ferraro Joseph Anthony 2. Issuer Name and Ticker or Trading Symbol HC2 HOLDINGS, INC. [ HCHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer & Corp Sec (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2020 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 07/16/2020 A 198,398 ( 1 ) A $ 0 288,225 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Opion (right to buy) $ 2.62 ( 2 ) 07/16/2020 A 71,548 ( 3 ) 03/15/2029 Common Stock 71,548 $ 0 71,548 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferraro Joseph Anthony 450 PARK AVENUE 30TH FLOOR NEW YORK, NY10022 Chief Legal Officer & Corp Sec Signatures /s/ Joseph A. Ferraro 07/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock unit ("RSU") award representing a contingent right to receive a share of common stock of HC2 Holdings Inc. ("HC2") was granted on March 15, 2019, subject to the Company's shareholders approving additional shares under the Second Amended and Restated 2014 Omnibus Equity Award Plan (the "Share Approval Condition"). On July 16, 2020, HC2 amended the RSU award to remove the Share Approval Condition. As a result, 194,656 RSUs vested on July 16, 2020 and 1,871 RSUs will vest on each of March 15, 2021 and March 15, 2022, provided reporting person continues as an officer of HC2 on each such vesting date. ( 2 )The option award was granted on March 15, 2019, subject to the Share Approval Condition, with an exercise price of $2.62 per share which was the fair market value of a share on the grant date. ( 3 )The option award was granted on March 15, 2019, subject to the Share Approval Condition. On July 16, 2020, HC2 amended the option award to remove the Share Approval Condition. As a result, 70,198 option shares vested on July 16, 2020 and 675 option shares will vest on each of March 15, 2021 and March 15, 2022, provided reporting person continues as an officer of HC2 on each such vesting 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).

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