0000899243-20-009722.txt : 20200331 0000899243-20-009722.hdr.sgml : 20200331 20200331163024 ACCESSION NUMBER: 0000899243-20-009722 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200327 FILED AS OF DATE: 20200331 DATE AS OF CHANGE: 20200331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SGF, LLC CENTRAL INDEX KEY: 0001715517 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05415 FILM NUMBER: 20762137 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: SUITE 1232 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 312-726-3110 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: SUITE 1232 CITY: CHICAGO STATE: IL ZIP: 60602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: A. M. Castle & Co. CENTRAL INDEX KEY: 0000018172 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 360879160 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1420 KENSINGTON ROAD STREET 2: SUITE 220 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 8474557111 MAIL ADDRESS: STREET 1: 1420 KENSINGTON ROAD STREET 2: SUITE 220 CITY: OAK BROOK STATE: IL ZIP: 60523 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE A M & CO DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-27 0 0000018172 A. M. Castle & Co. CTAM 0001715517 SGF, LLC 30 NORTH LASALLE STREET SUITE 1232 CHICAGO IL 60602 1 0 1 0 Common Stock 2020-03-27 4 J 0 10815730 A 11022296 D 2022 Notes 0.2654 2020-03-27 4 J 0 29278895 D 2017-08-31 2022-08-31 Common Stock 6608760 0 D This Form 4 reports securities acquired and disposed of pursuant to the terms of the Support and Exchange Agreement ("Support Agreement"), dated as of February 26, 2020, by and among the Issuer, the Reporting Person and certain other investors, pursuant to which the Reporting Person agreed to tender its 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 ("2022 Notes") to the Company in connection with the Company's offer to holders of the 2022 Notes to exchange such notes for shares of the Company's Common Stock and for 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 ("2024 Notes"). On March 27, 2020, the Reporting Person tendered its outstanding 2022 Notes and was issued 10,815,730 shares of Common Stock and 2024 Notes having an aggregate principal amount of $14,644,793. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d) thereunder. The 2024 Notes are convertible into shares of Common Stock at the option of the holders at an initial conversion rate equal to 2.1939631 shares per $1.00 principal amount. However, the mode of payment may be changed at any time at the sole discretion of the Issuer. Accordingly, any right to receive shares is subject to a material contingency outside the control of the Reporting Person, and the Reporting Person does not beneficially own any shares of Common Stock which might be acquired. The Reporting Person is associated with an extended family group and various trusts, estates and estate planning vehicles established by certain deceased and surviving family members. Jonathan Mellin ("Mr. Mellin") acts in various capacities with respect to the family interests and has been deputized by certain family members, trusts, estates and estate planning vehicles (the "Deputizing Persons"), including the Reporting Person, to serve on the board of directors of the Issuer. The Reporting Person (together with certain of the other Deputizing Persons) may be deemed to constitute a group pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934. The Reporting Person disclaims beneficial ownership of any shares of Common Stock held by any other Reporting Person or Deputizing Person, except to the extent of any pecuniary interest such Reporting Person may have. Pursuant to a Plan of Reorganization, the Reporting Persons entered into a Stockholders Agreement by and among the Issuer, the Reporting Persons and certain other holders of Common Stock (the "Stockholders Agreement"). The Stockholders Agreement provides, among other things, for the election of directors to the Issuer's board, for preemptive rights for certain stockholders, and for certain provisions relating to the sale or transfer of Common Stock by the parties to the Stockholders Agreement. The Reporting Persons may be deemed as part of a group consisting of the stockholder parties to the Stockholders Agreement. The Reporting Person disclaims beneficial ownership of any shares of Common Stock held by any other party to the Stockholders Agreement, except to the extent of any pecuniary interest such Reporting Person may have. SGF, LLC, By: /s/ Reuben S. Donnelley, Managing Member 2020-03-31