SEC Form 4 · accession 0000921895-17-002921
Steel Connect LLC · STCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren G Lichtenstein
Officer — Executive Chairman · Director · Other
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 6:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000914712
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,F3 | Dec 15, 2017 | A | 2,400,000 | $0.00 | A | 2,549,737 | D | |
| Common Stock, $0.01 par valueF1,F4 | Dec 15, 2017 | A | 270,000 | $0.00 | A | 2,819,737 | D | |
| Common Stock, $0.01 par valueF1,F5 | Dec 15, 2017 | A | 30,000 | $0.00 | A | 2,849,737 | D | |
| Common Stock, $0.01 par valueF1,F6 | Dec 15, 2017 | A | 300,000 | $0.00 | A | 3,149,737 | D | |
| Common Stock, $0.01 par valueF1,F7 | Dec 15, 2017 | A | 300,000 | $0.00 | A | 3,449,737 | D | |
| Common Stock, $0.01 par valueF1,F8 | holding | — | — | — | 60,000 | I | By: Steel Partners, Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The reporting person is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. The reporting person disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by the other members of the Section 13(d) group except to the extent of his pecuniary interest therein.
- F2Shares awarded pursuant to the Issuer's 2010 Incentive Award Plan (the "2010 Plan").
- F3The shares of common stock vest in their entirety on the grant date.
- F4Shares acquired are shares of restricted stock that will automatically vest, in their entirety, on the day the price of the Issuer's common stock shall have closed at or above $2.00 per share for any five consecutive business days after the grant date, subject to the Reporting Person's continuous service with the Issuer from the grant date through the vesting date.
- F5Shares acquired are shares of restricted stock that will automatically vest, in their entirety, on the day the price of the Issuer's common stock shall have closed at or above $2.00 per share for any five consecutive business days after the grant date, subject to both (a) prior approval by the Issuer's shareholders of an amendment to the 2010 Plan to increase the shares available under the 2010 Plan in an amount sufficient to permit this grant and (b) the Reporting Person's continuous service with the Issuer from the grant date through the vesting date.
- F6Shares acquired are shares of restricted stock that will automatically vest, in their entirety, on the day the price of the Issuer's common stock shall have closed at or above $2.25 per share for any five consecutive business days after the grant date, subject to both (a) prior approval by the Issuer's shareholders of an amendment to the 2010 Plan to increase the shares available under the 2010 Plan in an amount sufficient to permit this grant and (b) the Reporting Person's continuous service with the Issuer from the grant date through the vesting date.
- F7Shares acquired are shares of restricted stock that will automatically vest, in their entirety, on the day the price of the Issuer's common stock shall have closed at or above $2.50 per share for any five consecutive business days after the grant date, subject to both (a) prior approval by the Issuer's shareholders of an amendment to the 2010 Plan to increase the shares available under the 2010 Plan in an amount sufficient to permit this grant and (b) the Reporting Person's continuous service with the Issuer from the grant date through the vesting date.
- F8Shares owned directly by Steel Partners, Ltd. ("SPL"). The reporting person is the Chief Executive Officer of SPL. Accordingly, by virtue of the reporting person's relationship with SPL, the reporting person may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by SPL. The reporting person disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by SPL except to the extent of his pecuniary interest therein.