SEC Form 4 · accession 0000921895-17-002920
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
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 6:45 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C Convertible Preferred StockF1,F3,F2 | $1.96 | Dec 15, 2017 | P | 35,000 | A | Dec 15, 2017 | — | Common Stock, par value $0.01 | 17,857,143 | 35,000 | I |
| Warrants (Right to Buy)F1,F4 | $5.00 | Dec 15, 2017 | D | 2,000,000 | D | Mar 12, 2013 | Mar 12, 2018 | Common Stock, par value $0.01 | 2,000,000 | 0 | D |
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.
- F2The Series C Convertible Preferred Stock has no expiration date.
- F3Represents 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, except to the extent of its pecuniary interest therein.
- F4The Issuer repurchased the Warrants from Steel Holdings for total consideration of $100. Such Warrants have been cancelled.