Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DG Capital Management, LLC
  2. Issuer Name and Ticker or Trading Symbol
HC2 Holdings, Inc. [HCHC]
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 (Month/Day/Year)
03/31/2015
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/31/2015   S   60,886 D $ 11.02 1,084,805 I See Footnote (1)
Common Stock 04/01/2015   S   4,897 D $ 10.95 1,079,908 I See Footnote (1)
Common Stock 04/01/2015   S   11,675 D $ 10.91 1,068,233 I See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Series A Convertible Participating Preferred Stock (2)               (2)   (2) Common Stock (2)   5,000 I See footnote (1)
Series A-1 Convertible Participating Preferred Stock (3)               (3)   (3) Common Stock (3)   1,000 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DG Capital Management, LLC
460 PARK AVENUE
22ND FLOOR
NEW YORK, NY 10022
    X    
Gertzulin Dov
460 PARK AVENUE, 22ND FLOOR
NEW YORK, NY 10022
      Managing Member

Signatures

 /s/ DG CAPITAL MANAGEMENT, LLC - Dov Gertzulin, Managing Member   04/02/2015
**Signature of Reporting Person Date

 /s/ Dov Gertzulin   04/02/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares reported herein are held for the account of private investment funds for which DG Capital Management, LLC serves as investment adviser. Mr. Gertzulin serves as the Managing Member of DG Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that either of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
(2) The Series A Convertible Participating Preferred Stock was convertible as of the date of issuance and has no expiration date. As of the date of this Form 4, each share of the Issuer's Series A Convertible Participating Preferred Stock is convertible into shares of the Issuer's common stock at rate of $1,000 divided by $4.00, subject to adjustment upon the occurrence of certain events.
(3) The Series A-1 Convertible Participating Preferred Stock was convertible as of the date of issuance and has no expiration date. As of the date of this Form 4, each share of the Issuer's Series A-1 Convertible Participating Preferred Stock is convertible into shares of the Issuer's common stock at rate of $1,000 divided by $4.25, subject to adjustment upon the occurrence of certain events.

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