Handy & Harman Ltd.'s Form 4 filing
Steel Connect LLC (STCN) · filed Jan 6, 2025
- Accession no.
- 0000921895-25-000068
- Filed
- Jan 6, 2025, 7:22 PM ET
- Trade date
- Jan 2, 2025
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 5 non-derivative transactions and 3 derivative transactions. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Handy & Harman Ltd.CIK 0000106618 | Director, Other: See Footnote 1 |
| Steel Excel Inc.CIK 0000709804 | Director, 10% Owner |
| WHX CS LLCCIK 0001342942 | Director, Other: See Footnote 1 |
| Steel Partners Holdings L.P.CIK 0001452857 | Director, 10% Owner |
| SPH Group Holdings LLCCIK 0001522066 | Director, 10% Owner |
| SPH Group LLCCIK 0001522067 | Director, 10% Owner |
| Steel Partners Holdings GP Inc.CIK 0001537666 | Director, 10% Owner |
| WebFinancial Holding CorpCIK 0001662159 | Director, Other: See Footnote 1 |
| WF Asset Corp.CIK 0001960672 | Director, Other: See Footnote 1 |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 2, 2025 | Common Stock, $0.01 par value | PPurchaseAcquired | +182,526 | –F3 | – | 3,683,511 | Indirect | |
| Jan 2, 2025 | Common Stock, $0.01 par value | CConversionAcquired | +634,156 | –F5 | – | 4,317,667 | Indirect | |
| Jan 2, 2025 | Common Stock, $0.01 par value | CConversionAcquired | +19,175,628 | –F5 | – | 23,493,295 | Indirect | |
| Jan 2, 2025 | Common Stock, $0.01 par value | CConversionAcquired | +1,913,265 | –F6 | – | 25,406,560 | Indirect | |
| Jan 2, 2025 | Common Stock, $0.01 par value | JOtherAcquired | +2,652,130 | –F7,F8,F9 | – | 28,058,690 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 2, 2025 | Common Stock | CConversionDisposed | −1,913,265 | –F6 | – | 0 | Indirect | |
| Jan 2, 2025 | Common Stock | CConversionDisposed | −19,175,628 | –F5 | – | 0 | Indirect | |
| Jan 2, 2025 | Common Stock | CConversionDisposed | −634,156 | –F5 | – | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F3
On January 2, 2025, Warren G. Lichtenstein sold 182,526 Shares to Steel Excel in exchange for an aggregate of $2,089,922.70, or $11.45 per Share.
Referenced by the price of 1 transaction in Table I.
- F5
On January 2, 2025, (i) Steel Excel converted its 112,043 shares of Series E Preferred Stock into 634,156 Shares and (ii) WebFinancial converted its 3,387,957 shares of Series E Preferred Stock into 19,175,628 Shares ("WebFinancial Series E Shares"). All of the WebFinancial Series E Shares were issued directly to Steel Excel.
Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.
- F6
On January 2, 2025, WebFinancial converted its 35,000 shares of Series C Preferred Stock into 1,913,265 Shares ("WebFinancial Series C Shares"). All of the WebFinancial Series C Shares were issued directly to Steel Excel.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F7
On January 2, 2025, Steel Excel Sub I, LLC ("Merger Sub"), a wholly-owned subsidiary of Steel Excel, merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned direct subsidiary of Steel Excel and an indirect subsidiary of Steel Holdings (the "Merger").
Referenced by the price of 1 transaction in Table I.
- F8
At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by Merger Sub, the Issuer or any of the Issuer's wholly owned subsidiaries (the "Excluded Shares") and (B) Shares held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law (the "Dissenting Shares")), was cancelled and automatically converted into the right to receive (i) cash consideration equal to $11.45 per Share (the "Per Share Cash Merger Consideration") and (ii) one Reith CVR per Share (together with the Per Share Cash Merger Consideration, the "Per Share Merger Consideration").
Referenced by the price of 1 transaction in Table I.
- F9
At the Effective Time, each share of restricted stock (each a "Restricted Share") issued by the Issuer pursuant to, or otherwise governed by, any Issuer equity plan, that was outstanding immediately prior to the Effective Time, became fully vested, subject to any applicable tax withholding on such acceleration, and, subject to the terms of the CVR Agreement, each holder of a Restricted Share received the Per Share Merger Consideration.
Referenced by the price of 1 transaction in Table I.
Remarks
Each of the Reporting Persons, other than Steel Holdings, and the other members of the Section 13(d) Group may be deemed a director by deputization due to their relationship with certain of the directors on the board of directors of the Issuer.