SEC Form 4 · accession 0001140361-17-034381
CASTLE A M & CO · CTAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven W. Scheinkman
Officer — President and CEO · Director
Period of report
Aug 31, 2017
Accepted (ET)
Sep 5, 2017 · 9:17 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 StockF2 | Aug 31, 2017 | J | 7,500 | $0.00 | D | 0 | D | |
| Common StockF3 | Aug 31, 2017 | A | 607,035 | $0.00 | A | 607,035 | D | |
| Common StockF4 | Aug 31, 2017 | A | 92 | $0.00 | A | 607,127 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Notes | $3.77 | Aug 31, 2017 | A | — | A | Aug 31, 2017 | Aug 31, 2022 | Common Stock | 222,908 | — | D |
Explanation of responses
- F1On June 19, 2017, the Issuer and certain of its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On August 2, 2017, the Bankruptcy Court entered an order confirming the Debtors' prepackaged joint plan of reorganization, dated as of July 25, 2017 (as amended and supplemented from time to time, the "Plan"), and on August 31, 2017 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy.
- F2On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share (the "Old Common Stock"), and all options to purchase such Old Common Stock and all unvested restricted stock units with respect to such Old Common Stock, were cancelled and extinguished. The Reporting Person owned 65,000 unvested restricted stock units and 957,000 unexercised stock options that were cancelled pursuant to the Plan.
- F3Represents restricted stock granted by the Issuer pursuant to the A.M. Castle & Co. Management Incentive Plan. The restricted stock vests in full on August 31, 2020.
- F4New shares of the Issuer's common stock, par value $0.01 (the "New Shares"), were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date under the Plan. The Reporting Person received 0.1231 New Shares for every share of Old Common Stock held by the Reporting Person on the Effective Date. The receipt of New Shares was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.