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