SEC Form 4 · accession 0000921895-19-000651
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
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 7:04 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7.50% Convertible Senior Note due March 1, 2024F1,F2,F3 | $2.37 | Feb 28, 2019 | P | — | A | — | Mar 1, 2024 | Common Stock, par value $0.01 | 6,293,706 | — | I |
| 5.25% Convertible Senior Notes due March 1, 2019F1,F2,F4 | $6.01 | Mar 1, 2019 | J | — | D | — | Mar 1, 2019 | Common Stock, par value $0.01 | 2,483,913 | — | 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 or previously owned, as applicable, 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 $14,940,000 principal amount of the Issuer's 7.50% Convertible Senior Notes due March 1, 2024 (the "2024 Notes"). Under the terms of the 2024 Notes, each $1,000 of principal of the 2024 Notes will initially be convertible into 421.2655 shares, which is equivalent to an initial conversion price of approximately $2.37 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.
- F4SPHG Holdings previously owned $14,940,000 of the $63.9 million principal amount of the Issuer's 5.25% Convertible Senior Notes due March 1, 2019 (the "2019 Notes"). Under the terms of the 2019 Notes, each $1,000 of principal of the 2019 Notes were initially convertible into 166.2593 shares, which was 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 obtained the required consent from its stockholders, into shares, cash or a combination of cash and shares, at the Issuer's election.
- F5The 2019 Notes were redeemed by the Issuer on the March 1, 2019 maturity date in accordance with their terms at a price equal to their face value.