0000921895-18-001868.txt : 20180601
0000921895-18-001868.hdr.sgml : 20180601
20180601171928
ACCESSION NUMBER: 0000921895-18-001868
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171221
FILED AS OF DATE: 20180601
DATE AS OF CHANGE: 20180601
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPH Group Holdings LLC
CENTRAL INDEX KEY: 0001522066
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35319
FILM NUMBER: 18876027
BUSINESS ADDRESS:
STREET 1: C/O STEEL PARTNERS HOLDINGS L.P.
STREET 2: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 520-2300
MAIL ADDRESS:
STREET 1: C/O STEEL PARTNERS HOLDINGS L.P.
STREET 2: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPH Group LLC
CENTRAL INDEX KEY: 0001522067
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35319
FILM NUMBER: 18876028
BUSINESS ADDRESS:
STREET 1: C/O STEEL PARTNERS HOLDINGS L.P.
STREET 2: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 520-2300
MAIL ADDRESS:
STREET 1: C/O STEEL PARTNERS HOLDINGS L.P.
STREET 2: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Steel Partners Holdings GP Inc.
CENTRAL INDEX KEY: 0001537666
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35319
FILM NUMBER: 18876026
BUSINESS ADDRESS:
STREET 1: 590 MADISON AVENUE
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 520-2300
MAIL ADDRESS:
STREET 1: 590 MADISON AVENUE
STREET 2: 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: STEEL PARTNERS HOLDINGS L.P.
CENTRAL INDEX KEY: 0001452857
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35319
FILM NUMBER: 18876029
BUSINESS ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-520-2300
MAIL ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: WEBFINANCIAL L.P.
DATE OF NAME CHANGE: 20081229
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Steel Connect, Inc.
CENTRAL INDEX KEY: 0000914712
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 042921333
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0631
BUSINESS ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 170
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-663-5000
MAIL ADDRESS:
STREET 1: 1601 TRAPELO ROAD
STREET 2: SUITE 170
CITY: WALTHAM
STATE: MA
ZIP: 02451
FORMER COMPANY:
FORMER CONFORMED NAME: ModusLink Global Solutions Inc
DATE OF NAME CHANGE: 20080929
FORMER COMPANY:
FORMER CONFORMED NAME: CMGI INC
DATE OF NAME CHANGE: 19990108
FORMER COMPANY:
FORMER CONFORMED NAME: CMG INFORMATION SERVICES INC
DATE OF NAME CHANGE: 19981007
4
1
form404197004_06012018.xml
OWNERSHIP DOCUMENT
X0306
4
2017-12-21
0
0000914712
Steel Connect, Inc.
STCN
0001452857
STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
1
0
0001522067
SPH Group LLC
C/O STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
1
0
0001522066
SPH Group Holdings LLC
C/O STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
1
0
0001537666
Steel Partners Holdings GP Inc.
C/O STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
1
0
5.25% Convertible Senior Notes due March 1, 2019
6.01
2017-12-21
4
P
0
2500000
2456250
A
2019-03-01
Common Stock, par value $0.01
415648
7500000
I
By SPH Group Holdings LLC
5.25% Convertible Senior Notes due March 1, 2019
6.01
2017-12-22
4
P
0
3005000
2959925
A
2019-03-01
Common Stock, par value $0.01
499609
10505000
I
By SPH Group Holdings LLC
5.25% Convertible Senior Notes due March 1, 2019
6.01
2018-01-11
4
P
0
1435000
1409887.5
A
2019-03-01
Common Stock, par value $0.01
238582
11940000
I
By SPH Group Holdings LLC
5.25% Convertible Senior Notes due March 1, 2019
6.01
2018-01-12
4
P
0
3000000
2943750
A
2019-03-01
Common Stock, par value $0.01
498778
14940000
I
By SPH Group Holdings LLC
This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP") (collectively, the "Reporting Persons"). Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock.
Represents securities owned directly by SPHG Holdings. By virtue of their relationships with SPHG Holdings discussed in Footnote 1, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the securities owned directly by SPHG Holdings. Each of Steel Holdings, SPHG and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by SPHG Holdings.
SPHG Holdings owns $14,940,000 principal amount of the Issuer's 5.25% Convertible Senior Notes due 2019 (the "Notes"). Under the terms of the Notes, each $1,000 of principal of the Notes will initially be convertible into 166.2593 shares, which is equivalent to an initial conversion price of approximately $6.01 per share, subject to adjustment upon the occurrence of certain events, or, if the Issuer obtains the required consent from its stockholders, into shares, cash or a combination of cash and shares, at the Issuer's election. The Notes contain a blocker provision that precludes a holder from receiving shares upon conversion of the Notes to the extent that such receipt would cause such holder to become a beneficial owner of more than 4.9% of the shares outstanding at such time. Accordingly, SPHG Holdings does not currently have the ability to convert its Notes into shares.
By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ Douglas B. Woodworth, Senior Vice President and Chief Financial Officer
2018-06-01
By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: /s/ Douglas B. Woodworth, Senior Vice President and Chief Financial Officer
2018-06-01
By: SPH Group Holdings LLC, By: Steel Partners Holdings GP Inc., Manager, By: /s/ Douglas B. Woodworth, Senior Vice President and Chief Financial Officer
2018-06-01
By: Steel Partners Holdings GP Inc., By: /s/ Douglas B. Woodworth, Senior Vice President and Chief Financial Officer
2018-06-01