SEC Form 4 · accession 0001209191-18-038851
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
Jun 18, 2018
Accepted (ET)
Jun 20, 2018 · 6:07 pm EDT
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 | Jun 18, 2018 | J | 3,780 | $0.00 | A | 3,780 | I | See footnote |
| Common Stock, $0.001 par valueF2 | Jun 19, 2018 | P | 400,000 | $19.98 | A | 2,423,516 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the Reporting Persons' acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") 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. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest on the first anniversary of the date of grant. 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 shares and, accordingly, Mr. Scharfman has no direct pecuniary interest in such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- F2The 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.