0000892251-19-000017.txt : 20190125 0000892251-19-000017.hdr.sgml : 20190125 20190125141217 ACCESSION NUMBER: 0000892251-19-000017 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190125 DATE AS OF CHANGE: 20190125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HC2 HOLDINGS, INC. CENTRAL INDEX KEY: 0001006837 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 541708481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47735 FILM NUMBER: 19542216 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-235-2690 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: HC2 Holdings, Inc. DATE OF NAME CHANGE: 20140415 FORMER COMPANY: FORMER CONFORMED NAME: PTGi HOLDING, INC. DATE OF NAME CHANGE: 20131108 FORMER COMPANY: FORMER CONFORMED NAME: PRIMUS TELECOMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19960814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001042046 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 311544320 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GREAT AMERICAN INSURANCE GROUP TOWER STREET 2: 301 E. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792121 MAIL ADDRESS: STREET 1: GREAT AMERICAN INSURANCE GROUP TOWER STREET 2: 301 E. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FINANCIAL GROUP HOLDINGS INC DATE OF NAME CHANGE: 19970709 SC 13G/A 1 hc22019.htm SCHEDULE 13G AMENDMENT NO. 3 HC2 HOLDINGS, INC.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
HC2 HOLDINGS, INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
404139107
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒  Rule 13d-1(b)
☐  Rule 13d-1(c)
☐  Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
CUSIP No.  404139107
    
     
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

American Financial Group, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America - Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER

3,175,875
6
SHARED VOTING POWER

0
7
SOLE DISPOSITIVE POWER

3,175,875
8
SHARED DISPOSITIVE POWER

0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,175,875
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.8%
12
TYPE OF REPORTING PERSON*

HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!


Item 1(a)    Name of Issuer:  HC2 HOLDINGS, INC., a Delaware corporation
Item 1(b)
Address of Issuer's Principal Executive Office:  450 Park Avenue, 30th Floor, New York, New York  10022
Item 2(a    Name of Person Filing:  American Financial Group, Inc. (“AFG”)
Item 2(b)    Address of Principal Business Office:
 Great American Insurance Group Tower
 301 East Fourth Street
 Cincinnati, Ohio  45202
Item 2(c)    Citizenship:  U.S.A. – Ohio
Item 2(d)    Title of Class of Securities:  Common Stock, $0.001 par value per share
Item 2(e)    CUSIP Number:  404139107
Item 3
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b), check whether the Person Filing is a:  (g) a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
Item 4     Ownership:

 (a)
See Item 9 of page 2.  Includes 1,007,421 shares and warrants to purchase 2,168,454 shares at a price of $6.53 per share.

(b)
See Item 11 of page 2.

(c)
See Items 5-8 of page 2.
Item 5
Ownership of 5% or Less of a Class:  N/A
Item 6
Ownership of More Than 5% on Behalf of Another Person:  N/A
Item 7
Identification and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company:

Great American Life Insurance Company (IC-Ohio)

Item 8
Identification and Classification of Members of the Group:  N/A
Item 9
Notice of Dissolution of Group:  N/A
Item 10
Certification:  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


January 25, 2019
 
American Financial Group, Inc.
 
 
By:  /s/  Mark A. Weiss                                                
Name:  Mark A. Weiss
Title:    Vice President