SEC Form 4 · accession 0000921895-17-000116
Steel Connect LLC · STCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
STEEL PARTNERS HOLDINGS L.P.
10% Owner
SPH Group Holdings LLC
10% Owner
SPH Group LLC
10% Owner
Steel Partners Holdings GP Inc.
10% Owner
Period of report
Apr 4, 2016
Accepted (ET)
Jan 30, 2017 · 7:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000914712
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5.25% Convertible Senior Notes due March 1, 2019F1,F2,F3 | $6.01 | Apr 4, 2016 | P | — | A | — | Mar 1, 2019 | Common Stock, par value $0.01 | 332,519 | — | I |
| 5.25% Convertible Senior Notes due March 1, 2019F1,F2,F3 | $6.01 | Apr 8, 2016 | P | — | A | — | Mar 1, 2019 | Common Stock, par value $0.01 | 498,778 | — | I |
Explanation of responses
- F1This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP") (collectively, the "Reporting Persons"). Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. 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 Common Stock.
- F2Represents securities owned directly by SPHG Holdings. By virtue of their relationships with SPHG Holdings discussed in Footnote 1, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the securities owned directly by SPHG Holdings. Each of Steel Holdings, SPHG and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by SPHG Holdings.
- F3SPHG Holdings owns $5,000,000 principal amount of the Issuer's 5.25% Convertible Senior Notes due 2019 (the "Notes"). Under the terms of the Notes, each $1,000 of principal of the Notes will initially be convertible into 166.2593 shares, which is equivalent to an initial conversion price of approximately $6.01 per share, subject to adjustment upon the occurrence of certain events, or, if the Issuer obtains the required consent from its stockholders, into shares, cash or a combination of cash and shares, at the Issuer's election. The Notes contain a blocker provision that precludes a holder from receiving shares upon conversion of the Notes to the extent that such receipt would cause such holder to become a beneficial owner of more than 4.9% of the shares outstanding at such time. Accordingly, SPHG Holdings does not currently have the ability to convert its Notes into shares.