SEC Form 3 · accession 0000902664-17-003561
CASTLE A M & CO · CTAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 31, 2017
Accepted (ET)
Sep 11, 2017 · 4:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000018172
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Common Stock")F1 | holding | — | — | — | 509,105 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5.0% / 7.0% Convertible Sr Secured PIK Toggle Notes due 2022F1,F4,F2,F3 | — | holding | — | — | — | — | — | Common Stock | 13,177,915 | — | I |
Explanation of responses
- F1The securities reported herein are held by (i) 1992 MSF International Ltd., a Cayman Islands exempted company ("MSF International") and (ii) 1992 Tactical Credit Master Fund, L.P., a Cayman Islands exempted limited partnership ("1992 Tactical" and together with MSF International, the "Funds"). Highbridge Capital Management, LLC ("HCM") serves as the trading manager of the Funds. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
- F2The Issuer's 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 (the "Convertible Notes") are convertible at the election of the holder at any time prior to the close of business on the trading day immediately preceding August 31, 2022, the maturity date of the Convertible Notes.
- F3Upon conversion of the Convertible Notes, the settlement of the conversion right may, at the option of the Issuer, be in the form of shares of Common Stock, cash or a combination of cash and shares of Common Stock.
- F4The Convertible Notes are convertible into shares of Common Stock at an initial conversion rate of 0.2654 shares of Common Stock per $1.00 principal amount of Convertible Notes (subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes).