0001209191-17-061164.txt : 20171116 0001209191-17-061164.hdr.sgml : 20171116 20171116161846 ACCESSION NUMBER: 0001209191-17-061164 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171108 FILED AS OF DATE: 20171116 DATE AS OF CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH THOMAS E CENTRAL INDEX KEY: 0001244666 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 171208230 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scharfman Scott CENTRAL INDEX KEY: 0001435257 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 171208229 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II, L.P. CENTRAL INDEX KEY: 0001550729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 171208232 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II GP LLC CENTRAL INDEX KEY: 0001550728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 171208231 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SCHOOL SPECIALTY INC CENTRAL INDEX KEY: 0001055454 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 390971239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 BUSINESS ADDRESS: STREET 1: W6316 DESIGN DRIVE CITY: GREENVILLE STATE: WI ZIP: 54942 BUSINESS PHONE: (920) 734-5712 MAIL ADDRESS: STREET 1: W6316 DESIGN DRIVE CITY: GREENVILLE STATE: WI ZIP: 54942 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-11-08 0 0001055454 SCHOOL SPECIALTY INC SCOO 0001550729 Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001550728 Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001244666 LYNCH THOMAS E 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001435257 Scharfman Scott 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 Common Stock, $0.001 par value 968923 D The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. /s/ Thomas E. Lynch, Management Committee Director and Chairman of sole general partner on behalf of Mill Road Capital II, L.P. 2017-11-16 /s/ Thomas E. Lynch, Management Committee Director and Chairman on behalf of Mill Road Capital II GP LLC 2017-11-16 /s/ Thomas E. Lynch 2017-11-16 /s/ Thomas E. Lynch on behalf of Scott P. Scharfman by power of attorney 2017-11-16 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
Exhibit 24.1
CONFIRMING STATEMENT
      This Statement confirms that the undersigned has authorized and designated
Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file
on the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any
amendments thereto) that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's ownership of
or transactions in securities of School Specialty, Inc., a Delaware corporation.
 The authority of Scott P. Scharfman and Justin C. Jacobs under this Statement
shall continue until the undersigned is no longer required to file any of Forms
3, 4 and 5 and Schedule 13D with regard to the undersigned's ownership of or
transactions in securities of School Specialty, Inc. unless earlier revoked in
writing.  The undersigned acknowledges that Scott P. Scharfman and Justin C.
Jacobs are not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

Dated:  November 16, 2017	 /s/ Thomas E. Lynch
	Thomas E. Lynch
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
Exhibit 24.2
CONFIRMING STATEMENT
      This Statement confirms that the undersigned has authorized and designated
Thomas E. Lynch and Justin C. Jacobs, each acting singly, to execute and file on
the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any
amendments thereto) that the undersigned may be required to file with the U.S.
Securities and Exchange Commission as a result of the undersigned's ownership of
or transactions in securities of School Specialty, Inc., a Delaware corporation.
 The authority of Thomas E. Lynch and Justin C. Jacobs under this Statement
shall continue until the undersigned is no longer required to file any of Forms
3, 4 and 5 and Schedule 13D with regard to the undersigned's ownership of or
transactions in securities of School Specialty, Inc. unless earlier revoked in
writing.  The undersigned acknowledges that Thomas E. Lynch and Justin C. Jacobs
are not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

Dated:  November 16, 2017	 /s/ Scott P. Scharfman
	Scott P. Scharfman