SEC Form 4 · accession 0000921895-15-000145
CASTLE A M & CO · CTAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
William C Martin
10% Owner
Kenneth H Traub
Other
Raging Capital Management, LLC
10% Owner
Raging Capital Master Fund, Ltd.
10% Owner
Period of report
Jan 28, 2015
Accepted (ET)
Jan 30, 2015 · 8:22 pm EST
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, $0.01 par valueF1,F2,F3 | Jan 28, 2015 | P | 17,694 | $6.0463 | A | 3,789,950 | I | By Raging Capital Master Fund, Ltd. |
| Common Stock, $0.01 par valueF1,F2,F3 | Jan 29, 2015 | P | 54,733 | $6.0034 | A | 3,844,683 | I | By Raging Capital Master Fund, Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Raging Capital Master Fund, Ltd. ("Raging Master"), Raging Capital Management, LLC ("Raging Capital"), William C. Martin and Kenneth H. Traub (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of CommonStock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
- F2Represents securities owned directly by Raging Master. As the Investment Manager of Raging Master, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Master. As the Managing Member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Master.
- F3On January 22, 2015, Raging Capital entered into an oral understanding with Kenneth H. Traub pursuant to which it agreed to pay him 30% of the Incentive Allocation, attributable solely to the performance of Raging Master's investment in shares of Common Stock of the Company, that is earned by Raging Capital at the end of any given year if Mr. Traub is elected or appointed to the Board of Directors of the Company. Accordingly, Mr. Traub may be deemed to have a pecuniary interest in these shares of Common Stock.