0001209191-18-004349.txt : 20180118 0001209191-18-004349.hdr.sgml : 20180118 20180118174151 ACCESSION NUMBER: 0001209191-18-004349 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180117 FILED AS OF DATE: 20180118 DATE AS OF CHANGE: 20180118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH THOMAS E CENTRAL INDEX KEY: 0001244666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 18534918 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 18534917 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 18534920 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24385 FILM NUMBER: 18534919 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-01-17 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 1 0 1 0 Common Stock, $0.001 par value 1487887 D Stock Appreciation Rights 18.57 2018-01-17 4 J 0 38500 0.00 A 2028-01-17 Common Stock 38500 38500 I See footnote 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. Represents the Reporting Persons' acquisition of an indirect pecuniary interest in SARs granted by the issuer to Mr. Scharfman in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported SARs and, accordingly, Mr. Scharfman has no direct pecuniary interest in such SARs. Each of the Reporting Persons disclaims beneficial ownership of such SARs except to the extent of his or its pecuniary interest therein, if any. The Stock Appreciation Rights ("SARs") will vest as to one-half of the SARs on the second anniversary of the date of grant and as to one-fourth of the SARs on each of the third and fourth anniversaries of the date of grant. The SARs will be settled in cash upon exercise. /s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2018-01-18 /s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital II GP LLC 2018-01-18 /s/ Scott P. Scharfman on behalf of Thomas E. Lynch by power of attorney 2018-01-18 /s/ Scott P. Scharfman 2018-01-18