| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STCN | Series E Convertible Preferred Stock | Award | +112K | 112K | Apr 30, 2023 | Common Stock, par value $0.01 | 5.92M | $1.10 | By Steel Excel, Inc. | F1, F2, F3, F4 | |||
| transaction | STCN | Series E Convertible Preferred Stock | Award | +3.39M | 3.39M | Apr 30, 2023 | Common Stock, par value $0.01 | 179M | $1.10 | By WebFinancial Holding Corporation | F1, F2, F3, F5 |
| Id | Content |
|---|---|
| F1 | This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings"), WebFinancial Holding Corporation ("WebFinancial"), Steel Partners Holdings GP Inc. ("Steel Holdings GP") and Steel Excel, Inc. ("Steel Excel") (collectively, the "Reporting Persons"). Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings and the owner of 100% of the outstanding shares of common stock of WebFinancial. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG Holdings owns 100% of the outstanding shares of common stock of Steel Excel. 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 (the "Section 13(d) Group"). |
| F2 | The conversion of the Series E Convertible Preferred Stock (the "Series E Preferred Stock") is subject to approval by the Issuer's stockholders. |
| F3 | The Series E Preferred Stock has no expiration date. |
| F4 | Represents securities owned directly by Steel Excel. By virtue of their relationships with Steel Excel discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the securities owned directly by Steel Excel. Each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by Steel Excel. Steel Excel acquired the shares of Series E Preferred Stock in exchange for 115,172 shares of common stock of Aerojet Rocketdyne Holdings, Inc. with an aggregate estimated market value of $6,496,853 pursuant to a Transfer and Exchange Agreement dated as of April 30, 2023 by and between Steel Holdings, Steel Excel, WebFinancial and Steel Connect, Inc. (the "Transfer and Exchange Agreement"). |
| F5 | Represents securities owned directly by WebFinancial. By virtue of their relationships with WebFinancial discussed in Footnote 1, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the securities owned directly by WebFinancial. Each of Steel Holdings, SPHG and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by WebFinancial. WebFinancial acquired the shares of Series E Preferred Stock in exchange for 3,482,572 shares of common stock of Aerojet Rocketdyne Holdings, Inc. with an aggregate estimated market value of $196,451,887 pursuant to the Transfer and Exchange Agreement. |
Each of Steel Holdings, SPHG, SPHG Holdings, WebFinancial, Steel Holdings GP and Steel Excel 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.