SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)*
TIMKENSTEEL CORPORATION
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
887399103
(CUSIP Number)
Ellwood Group Investment Corp.
1105 N. Market Street
P.O. Box 8985, Suite 1300
Wilmington, DE 19810
Attn: Gregory D. Timmons, Esq.
(724) 752-3680
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 24, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 887399103 |
1. | Name of Reporting Person
Ellwood Group, Inc.
I.R.S. Identification Nos. of above persons (entities only)
25-1877613 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
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3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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6. | Citizenship or Place of Organization
Pennsylvania | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
4,285,026 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
4,285,026 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,285,026 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||||
13. | Percent of Class Represented by Amount in Row (11)
9.58% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
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CUSIP No. 887399103 |
1. | Name of Reporting Person
Ellwood Group Investment Corp.
I.R.S. Identification Nos. of above persons (entities only)
51-0252828 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
4,285,026 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
4,285,026 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,285,026 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||||
13. | Percent of Class Represented by Amount in Row (11)
9.58% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
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CUSIP NO. 887399103
This Amendment No. 4 (Amendment No. 4) amends the Schedule 13D filed on January 7, 2015 (the Initial Filing), as amended by Amendment No. 1 filed on February 5, 2015, by Amendment No. 2 filed on February 20, 2015, and by Amendment No. 3 filed on March 12, 2015 (Amendment No. 3), by Ellwood Group, Inc., a Pennsylvania corporation (EGI), and its wholly owned subsidiary, Ellwood Group Investment Corp., a Delaware corporation (EGIC). Since the filing of Amendment No. 3, EGIC has acquired 460,325 additional shares of the common shares, no par value (the Shares), of TimkenSteel Corporation (the Issuer), or an additional 1.03% of the total outstanding Shares. Except as set forth in this Amendment No. 4, there has been no material change in the facts set forth in the Initial Filing as previously amended.
Item 2. Identity and Background
Item 2 is hereby amended as follows:
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each Reporting Person are set forth on Schedule A to this Amendment No. 4 and are incorporated herein by reference.
Item 3. Source and Amount of Funds
Item 3 is hereby amended as follows:
The Shares purchased by EGIC were purchased with working capital in open market purchases. The aggregate purchase price of the Shares purchased by EGIC as of the date of this Amendment No. 4 is $136,594,655.48.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended as follows:
The aggregate percentage of Shares reported as beneficially owned by the Reporting Persons is based upon 44,746,411 Shares outstanding, which is the total number of Shares outstanding as of January 31, 2015 as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
(i) | Ellwood Group, Inc. |
(a) As of the date hereof, EGI, as the parent company of EGIC, is deemed to be the beneficial owner of the 4,285,026 Shares owned by EGIC, constituting approximately 9.58% of the total outstanding Shares.
(b) | Sole power to vote or direct vote: 4,285,026 |
Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 4,285,026
Shared power to dispose or direct the disposition: 0
(c) EGI did not enter into any transactions in the Shares since the filing of Amendment No. 3. The transactions in Shares since the filing of Amendment No. 3 by EGIC are set forth on Schedule B to this Amendment No. 4 and are incorporated by reference.
(ii) | Ellwood Group Investment Corp. |
(a) As of the date hereof, EGIC beneficially owns 4,285,026 Shares, constituting approximately 9.58% of the total outstanding Shares.
(b) | Sole power to vote or direct vote: 4,285,026 |
Shared power to vote or direct vote: 0
Sole power to dispose or direct the disposition: 4,285,026
Shared power to dispose or direct the disposition: 0
(c) The transactions in Shares by EGIC since the filing of Amendment No. 3 are set forth in Schedule B and are incorporated by reference.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 27, 2015
ELLWOOD GROUP, INC.
By: | /s/ Bentraum D. Huffman | |
Name: | Bentraum D. Huffman | |
Title: | Chief Operating Officer | |
ELLWOOD GROUP INVESTMENT CORP. | ||
By: | /s/ Bentraum D. Huffman | |
Name: | Bentraum D. Huffman | |
Title: | VP Finance |
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, business address, present principal occupation or employment, and name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of the Reporting Persons. All directors and executive officers listed below are citizens of the United States.
Name | Business Address | Present Principal Occupation or Employment | ||
Robert Barensfeld | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Chairman of the Board and Director of EGI | ||
David E. Barensfeld | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director, President and Chief Executive Officer of EGI, and Director and President of EGIC | ||
Christine Barensfeld | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
John M. Schanz | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
John M. Schanz III | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
Robert Rumcik | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
Larry L. Symons | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
Thomas R. Schanz | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
Susan Schanz Miller | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
Mary E. Barensfeld | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI, Architect | ||
Bentraum D. Huffman | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director, Chief Operating Officer of EGI |
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Richard Davis | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Chief Financial Officer and VP of Finance of EGI | ||
Wendy Barensfeld | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI | ||
Robert T. Rizk | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI and General Manager Ellwood City Forge Company | ||
Anna G.Barensfeld | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director of EGI, Product Specialist | ||
Shariee L. DeCooman | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Assistant Secretary, Corporate Controller and Treasurer of EGI, and Director and Assistant Secretary of EGIC | ||
Nina A. Corey | c/o Ellwood Group, Inc. 600 Commercial Avenue Ellwood City, PA 16117 |
Director and Assistant Secretary of EGIC |
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SCHEDULE B
The following purchase transactions were made by Ellwood Group Investment Corp. in open-market broker transactions since the filing of Amendment No. 3 on March 12, 2015:
Date | No. of Shares | Price / Weighted Average Price Per Share |
||||||
March 13, 2015 |
10,325 | $ | 25.99 | 1 | ||||
March 16, 2015 |
50,000 | $ | 25.80 | 2 | ||||
March 18, 2015 |
25,000 | $ | 26.79 | 3 | ||||
March 19, 2015 |
25,000 | $ | 26.59 | 4 | ||||
March 20, 2015 |
25,000 | $ | 26.99 | 5 | ||||
March 23, 2015 |
25,000 | $ | 27.58 | 6 | ||||
March 24, 2015 |
25,000 | $ | 27.24 | 7 | ||||
March 25, 2015 |
25,000 | $ | 26.74 | 8 | ||||
March 26, 2015 |
25,000 | $ | 26.01 | 9 | ||||
March 27, 2015 |
25,000 | $ | 25.74 | 10 | ||||
March 31, 2015 |
25,000 | $ | 26.38 | 11 | ||||
April 1, 2015 |
25,000 | $ | 25.90 | 12 | ||||
April 16, 2015 |
25,000 | $ | 27.49 | 13 | ||||
April 17, 2015 |
25,000 | $ | 26.96 | 14 | ||||
April 21, 2015 |
25,000 | $ | 27.13 | 15 | ||||
April 22, 2015 |
25,000 | $ | 27.17 | 16 | ||||
April 23, 2015 |
25,000 | $ | 27.36 | 17 | ||||
April 24, 2015 |
25,000 | $ | 27.15 | 18 |
For those transactions disclosed on an aggregated basis, EGIC undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of Shares purchased at each separate price.
1 | Prices ranged from $25.89 to $26.00, inclusive. |
2 | Prices ranged from $25.52 to $25.99, inclusive. |
3 | Prices ranged from $26.26 to $27.25, inclusive |
4 | Prices ranged from $26.34 to $26.88, inclusive. |
5 | Prices ranged from $26.78 to $27.25, inclusive. |
6 | Prices ranged from $27.23 to $27.77, inclusive. |
7 | Prices ranged from $26.92 to $27.65, inclusive. |
8 | Prices ranged from $26.48 to $27.20, inclusive. |
9 | Prices ranged from $25.84 to $26.11, inclusive. |
10 | Prices ranged from $25.53 to $26.00, inclusive. |
11 | Prices ranged from $26.03 to $26.50, inclusive. |
12 | Prices ranged from $25.64 to $26.00, inclusive. |
13 | Prices ranged from $27.23 to $27.70, inclusive. |
14 | Prices ranged from $26.68 to $27.25, inclusive. |
15 | Prices ranged from $26.87 to $27.23, inclusive. |
16 | Prices ranged from $27.05 to $27.24, inclusive. |
17 | Prices ranged from $27.11 to $27.49, inclusive. |
18 | Prices ranged from $27.00 to $27.27, inclusive. |
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