SEC Form 4 · accession 0001225208-15-002325
Steel Connect LLC · STCN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 27, 2015
Accepted (ET)
Jan 29, 2015 · 4:14 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,F2 | Jan 27, 2015 | P | 42,600 | $3.75 | A | 720,765 | D | |
| Common Stock, $0.01 par valueF1,F2 | Jan 28, 2015 | P | 92,302 | $3.72 | A | 813,067 | D | |
| Common Stock, $0.01 par valueF1,F3 | holding | — | — | — | 5,940,170 | I | By WHX CS Corp. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed by Handy & Harman Ltd. ("HNH"). HNH is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. HNH 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 its pecuniary interest therein.
- F2Shares owned directly by HNH. SPH Group Holdings LLC ("SPHG Holdings") owns approximately 66% of the outstanding shares of Common Stock of HNH. Steel Partners Holdings L.P. ("Steel Holdings") owns 99% of the membership interests of SPH Group LLC ("SPHG"). SPHG is the sole member of SPHG Holdings. Steel Partners Holdings GP Inc. ("Steel Holdings GP") is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Accordingly, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP could be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by HNH. Each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by HNH.
- F3Shares owned directly by WHX CS. HNH owns 100% of the outstanding shares of Common Stock of WHX CS. Accordingly, each of HNH, Steel Holdings, SPHG, Steel Holdings GP and SPHG Holdings may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by WHX CS. Each of HNH, Steel Holdings, SPHG, Steel Holdings GP and SPHG Holdings disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by WHX CS except to the extent of its pecuniary interest therein.