8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2015

Steel Excel Inc.
(Exact name of registrant as specified in its charter)
Delaware	0-15071	94-2748530
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1133 Westchester Avenue, Suite N222, White Plains, New York		10604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 461-1300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry Into a Material Definitive Agreement.

On December 8, 2015, Steel Excel Inc. (the “Company”) entered into the Third Amendment (the “Third Amendment”) to the Tax Benefits Preservation Plan (the “Plan”) with American Stock Transfer & Trust Company, LLC.  The Third Amendment provides that American Stock Transfer & Trust Company, LLC will serve as the Rights Agent under the Plan.  All of the other terms and conditions of the Plan, as previously amended by amendment number one and amendment number two, remain in full force and effect.

Item 3.03.  Material Modification to Rights of Security Holders.

The information contained in Item 1.01 is incorporated by reference into this Item 3.03.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
4.1	Third Amendment to the Tax Benefits Preservation Plan, dated as of December 8, 2015, between the Company and American Stock Transfer & Trust Company, LLC.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  December 10, 2015	Steel Excel Inc.
	By:	/s/ James F. McCabe, Jr.
	Name:	James F. McCabe, Jr.
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
4.1	Third Amendment to the Tax Benefits Preservation Plan, dated as of December 8, 2015, between the Company and American Stock Transfer & Trust Company, LLC.

EX-4.1

Exhibit 4.1

THIRD AMENDMENT TO THE

TAX BENEFITS PRESERVATION PLAN

Third Amendment to the Tax Benefits Preservation Plan (this “Amendment”), dated as of December 8, 2015, by and between Steel Excel Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”), which is replacing Computershare Trust Company, N.A. (“Computershare”) as rights agent under the Plan (as hereinafter defined).

Background

A.           The Company and Computershare (through its predecessor Registrar and Transfer Company) are parties to that certain Tax Benefits Preservation Plan, dated as of December 21, 2011, and as amended on May 1, 2012 and June 25, 2015 (collectively, the “Plan”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them by the Plan.

B.           The Company has replaced Computershare as transfer agent and registrar of its Common Stock, $.001 par value (the “Common Stock”), effective as of the close of business on November 12, 2015 and has appointed the Rights Agent as successor transfer agent and registrar of its Common Stock to begin services on November 13, 2015.

C.           In connection with serving as transfer agent and registrar, the Rights Agent has agreed to serve as Rights Agent under the Plan subject to all the terms and conditions of the Plan.

NOW THEREFORE, in consideration of the mutual promises, agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.           Amendment.  The Plan shall be amended by deleting all references to Computershare Trust Company, N.A. (or its predecessor Registrar and Transfer Company) in the Plan as rights agent and replacing it with American Stock Transfer & Trust Company, LLC.

2.            Acknowledgement of American Stock Transfer & Trust Company.    The Rights Agent has reviewed the Plan and agrees to serve as Rights Agent subject to all the terms and conditions of the Plan.  The Rights Agent agrees to be vested with the same powers, rights, duties and responsibilities as if it had been originally named rights agent under the Plan, without further act or deed.

3.           Counterparts.  This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

4.           Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

5.           Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

6.           Descriptive Headings.  Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

7.           Plan in Full Force and Effect as Amended.  Except as specifically amended hereby, all of the terms and conditions of the Plan shall be in full force and effect. All references to the Plan in any other document or instrument shall be deemed to mean such Plan as amended by this Amendment. The parties hereto agree to be bound by the terms and obligations of the Plan, as amended by this Amendment, as though the terms and obligations of the Plan were set forth herein.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the date first written above.

By:	STEEL EXCEL INC.   /s/  James F. McCabe, Jr.
	Name: James F. McCabe, Jr.
	Title:   Chief Financial Officer
By:	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC   /s/  Jennifer Donovan
	Name: Jennifer Donovan
	Title:   Senior Vice President