Sec Form 3 Filing - DG Value Partners LP @ INVACARE HOLDINGS Corp - 2023-09-07

FORM 3 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 DG Value Partners LP 2. Issuer Name and Ticker or Trading Symbol INVACARE HOLDINGS Corp [ IVCRQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 460 PARK AVENUE, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/07/2023 (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 186,175 D ( 1 )

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 9.00% Series A Convertible Participating Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 1,841,988 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DG Value Partners LP 460 PARK AVENUE, 22ND FLOOR NEW YORK, NY10022 X Signatures /s/ DG Value Partners, LP, by Dov Gertzulin, Authorized Signatory 09/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is a private investment fund for which DG Capital Management, LLC serves as the investment manager. ( 2 )The 9.00% Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock") has no expiration date. At any time on or after the earlier to occur of November 6, 2023 (the "Free Convertibility Date") or the occurrence of certain liquidation, dissolution or mandatory redemption events, holders of shares of Convertible Preferred Stock shall have the option to convert all or a portion of their shares of Convertible Preferred Stock into shares of the Issuer's common stock at a rate equal to the then liquidation preference of the Convertible Preferred Stock divided by $1.72076211. The Convertible Preferred Stock contains automatic adjustment features to the conversion ratio including, among other things, an accruing payment-in-kind dividend feature.

Remarks: The shares of the Issuer's common stock and Convertible Preferred Stock held directly by the reporting person were previously included and disclosed in the Form 3 filed by DG Capital Management, LLC on May 15, 2023. This Form 3 is being filed to add the reporting person as a 10% owner, reflecting that as of September 7, 2023 (60 days prior to the Free Convertibility Date) the reporting person may be deemed the beneficial owner of the shares of common stock underlying the Convertible Preferred Stock pursuant to Rule 13(d)-3 promulgated under the Securities Exchange Act of 1934, as amended.

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).

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