0001085146-17-000744.txt : 20170214 0001085146-17-000744.hdr.sgml : 20170214 20170214142511 ACCESSION NUMBER: 0001085146-17-000744 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE CORP CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 952680965 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35958 FILM NUMBER: 17607086 BUSINESS ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 4403296000 MAIL ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DARUMA CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001080389 IRS NUMBER: 452515607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1120 AVENUE OF THE AMERICAS STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128694000 MAIL ADDRESS: STREET 1: 1120 AVENUE OF THE AMERICAS STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DARUMA ASSET MANAGEMENT INC /NY DATE OF NAME CHANGE: 19990429 SC 13G 1 ivc_21417.htm DARUMA CAPITAL MANAGEMENT LLC ivc_21417.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
INVACARE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
461203101
(CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] 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 Instructions).
CUSIP No.: 461203101
       
1
NAME OF REPORTING PERSON
Daruma Capital Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
45-2515607
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,361,233
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,972,948
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,972,948
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.37%
12
TYPE OF REPORTING PERSON
IA
CUSIP No.: 461203101
       
1
NAME OF REPORTING PERSON
Mariko O. Gordon
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [X]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,361,233
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
2,972,948
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,972,948
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.37%
12
TYPE OF REPORTING PERSON
IN, HC
CUSIP No.: 461203101
ITEM 1(a). NAME OF ISSUER:
INVACARE CORPORATION
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Invacare Way
PO Box 4028
Elyria, Ohio 44036
ITEM 2(a). NAME OF PERSON FILING:
Daruma Capital Management, LLC
Mariko O. Gordon
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1120 Avenue of the Americas
21st Floor
New York, NY 10036
ITEM 2(c). CITIZENSHIP:
Delaware
USA
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
461203101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
(a)
[ ]		 Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
(b)
[ ]		 Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ]		 Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
[ ]		 Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)
[X]		 An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]		 An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
[X]		 A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]		 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]		 A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]		 A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
[ ]		 Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
2,972,948
(b) Percent of class:
9.37%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
Daruma Capital Management, LLC - 0
Mariko O. Gordon - 0
(ii) shared power to vote or to direct the vote:
Daruma Capital Management, LLC - 1,361,233
Mariko O. Gordon - 1,361,233
(iii) sole power to dispose or direct the disposition of:
Daruma Capital Management, LLC - 0
Mariko O. Gordon - 0
(iv) shared power to dispose or to direct the disposition of:
Daruma Capital Management, LLC - 2,972,948
Mariko O. Gordon - 2,972,948
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The 2,972,948 shares beneficially owned by Daruma Capital Management, LLC and Mariko O. Gordon are held in the accounts of private investment vehicles and managed accounts advised by Daruma Capital Management, LLC.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
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.
CUSIP No.: 461203101
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.
February 14 2017
Daruma Capital Management, LLC
By:
/s/ Daniel L. Sendrowitz
Name:
Daniel L. Sendrowitz
Title:
Chief Compliance Officer
February 14 2017
Mariko O. Gordon
By:
/s/ Mariko O. Gordon
Name:
Mariko O. Gordon, CFA
Title:
Chief Executive Officer
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
CUSIP No.: 461203101
Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13G dated February 14, 2017 relating to the Common Stock of Invacare Corporation shall be filed on behalf of the undersigned.

DARUMA CAPITAL MANAGEMENT, LLC

By: /s/ Daniel L. Sendrowitz
Name: Daniel L. Sendrowitz
Title: Chief Compliance Officer


MARIKO O. GORDON

By: /s/ Mariko O. Gordon
Name: Mariko O. Gordon, CFA
Title: Chief Executive Officer