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