SEC Form 3 · accession 0000950142-17-001661
CASTLE A M & CO · CTAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
WOLVERINE ASSET MANAGEMENT LLC
10% Owner
Wolverine Holdings, L.P.
10% Owner
Robert Bellick
10% Owner
Christopher Gust
10% Owner
Wolverine Trading Partners, Inc.
10% Owner
Period of report
Aug 31, 2017
Accepted (ET)
Sep 11, 2017 · 5:29 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 StockF1,F2 | holding | — | — | — | 70,905 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5.00% / 7.00% Convertible Senior Secured Notes due 2022F1,F2,F4,F3 | — | holding | — | — | — | — | — | Common Stock | 2,249,528 | — | I |
Explanation of responses
- F1These securities are directly owned by Wolverine Flagship Fund Trading Limited ("Flagship Fund"), a private investment fund managed by Wolverine Asset Management, LLC ("WAM"). The sole member and manager of WAM is Wolverine Holdings, L.P. ("WH"), of which the general partner is Wolverine Trading Partners, Inc. ("WTP"). Robert Bellick and Christopher Gust may be deemed to control WTP.
- F2The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.
- F3The 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 for the Convertible Notes.
- F4Upon conversion of the Convertible Notes, the settlement of the conversion right may, at the option of the A.M. Castle & Co. (the "Issuer"), be in the form of shares of common stock, par value $0.01 per share ("Common Stock"), cash or a combination of cash and shares of Common Stock. The reporting persons disclaim beneficial ownership of any shares of Common Stock that they might receive upon conversion of the Convertible Notes. The 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).