Lichtenstein Warren G's Form 4 filing
Steel Connect LLC (STCN) · filed Jan 6, 2025
- Accession no.
- 0000921895-25-000069
- Filed
- Jan 6, 2025, 7:24 PM ET
- Trade date
- Jan 2, 2025
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-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 |
|---|---|
| Lichtenstein Warren GCIK 0001005784 | Director, Officer (Exec Chairman, Interim CEO), Other: See Explanation of Responses |
| Steel Partners, Ltd.CIK 0001504325 | Other: See Explanation of Responses |
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 | SSaleDisposed | −182,526 | –F2,F3 | – | 9,773 | Direct | |
| Jan 2, 2025 | Common Stock, $0.01 par value | DReturned to the companyDisposed | −6,428 | –F2 | – | 0 | Indirect | |
| Jan 2, 2025 | Common Stock, $0.01 par value | DReturned to the companyDisposed | −9,773 | –F2,F4,F5 | – | 0 | Direct |
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.
- F2
On January 2, 2025, Steel Excel Sub I, LLC ("Merger Sub") merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Steel Partners Holdings L.P. (the "Merger"). 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 3 transactions in Table I.
- F3
Immediately prior to the Merger, Mr. Lichtenstein sold 182,526 Shares to Steel Excel Inc. 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.
- F4
Includes 7,150 shares of restricted stock (each a "Restricted Share") issued by the Issuer pursuant to, or otherwise governed by, any Issuer equity plan, that were outstanding immediately prior to the Effective Time. At the Effective Time, each Restricted Share became fully vested, and 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.
- F5
The officers and directors of the Issuer have waived any right to receive any portion of the Reith Net Litigation Proceeds with respect to any Reith CVR received in the Merger.
Referenced by the price of 1 transaction in Table I.