Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | STCN | Common Stock, par value $0.01 | 12.2M | Dec 27, 2022 | Direct | F1, F2, F3 |
Id | Content |
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F1 | This Form 3 is filed by WF Asset Corp. ("WF Asset"). WF Asset is a member of a Section 13(d) group (the "Section 13(d) Group") that owns more than 10% of the Issuer's outstanding shares of Common Stock. The other members of the Section 13(d) Group include Steel Partners Holdings L.P. ("Steel Holdings"), Steel Partners Holdings GP Inc. ("Steel Holdings GP"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Excel Inc. ("Steel Excel"). Each member of the Section 13(d) Group disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by the other members of the Section 13(d) Group except to the extent of its pecuniary interest therein. |
F2 | Represents shares of Common Stock of the Issuer owned directly by WF Asset. Steel Excel is a majority shareholder of WF Asset. SPHG Holdings owns 100% of the outstanding shares of common stock of Steel Excel. SPHG is the sole member of SPHG Holdings. Steel Holdings owns 99% of the membership interests of SPHG. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. By virtue of the foregoing relationships, each of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by WF Asset. |
F3 | The shares of Common Stock of the Issuer owned directly by WF Asset were transferred to WF Asset by other members of the Section 13(d) Group. Such transfers were exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended, or otherwise. |