SEC Form 4 · accession 0001209191-18-004349
SCHOOL SPECIALTY INC · SCOO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas E Lynch
10% Owner
Scott Scharfman
Director · 10% Owner
Mill Road Capital II GP LLC
10% Owner
Mill Road Capital II, L.P.
10% Owner
Period of report
Jan 17, 2018
Accepted (ET)
Jan 18, 2018 · 5:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001055454
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par valueF1 | holding | — | — | — | 1,487,887 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF2,F3,F4 | $18.57 | Jan 17, 2018 | J | 38,500 | A | — | Jan 17, 2028 | Common Stock | 38,500 | 38,500 | I |
Explanation of responses
- F1The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- F2Represents the Reporting Persons' acquisition of an indirect pecuniary interest in SARs granted by the issuer to Mr. Scharfman in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported SARs and, accordingly, Mr. Scharfman has no direct pecuniary interest in such SARs. Each of the Reporting Persons disclaims beneficial ownership of such SARs except to the extent of his or its pecuniary interest therein, if any.
- F3The Stock Appreciation Rights ("SARs") will vest as to one-half of the SARs on the second anniversary of the date of grant and as to one-fourth of the SARs on each of the third and fourth anniversaries of the date of grant.
- F4The SARs will be settled in cash upon exercise.