STEEL PARTNERS HOLDINGS L.P. - 09 Jun 2023 Form 4 Insider Report for Steel Connect, Inc.

Role
Director, 10%+ Owner
Signature
By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ Maria Reda, Secretary
Issuer symbol
N/A
Transactions as of
09 Jun 2023
Net transactions value
-$13,940,000
Form type
4
Filing time
05 Sep 2024, 18:53:16 UTC
Previous filing
02 May 2023
Next filing
20 Jul 2023
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction STCN 7.50% Convertible Senior Note due September 1, 2024 Disposed to Issuer $1,000,000 $12,940,000 09 Jun 2023 Common Stock, par value $0.01 45,135 $22.16 By WebFinancial Holding Corporation F1, F2, F3, F4
transaction STCN 7.50% Convertible Senior Note due September 1, 2024 Disposed to Issuer $12,940,000 0 03 Sep 2024 Common Stock, par value $0.01 584,055 $22.16 By WebFinancial Holding Corporation F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), WebFinancial Holding Corporation ("WebFinancial") and Steel Partners Holdings GP Inc. ("Steel Holdings GP") (collectively, the "Reporting Persons"). Steel Holdings owns 100% of the outstanding shares of common stock of WebFinancial. Steel Holdings GP is the general partner of Steel 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 (the "Section 13(d) Group").
F2 Represents securities owned directly by WebFinancial. By virtue of their relationships with WebFinancial discussed in Footnote 1, each of Steel Holdings and Steel Holdings GP may be deemed to beneficially own the securities owned directly by WebFinancial. Each of Steel Holdings and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by WebFinancial.
F3 WebFinancial owned $13,940,000 principal amount of the Issuer's 7.50% Convertible Senior Notes due September 1, 2024 (the "2024 Notes"). Under the terms of the 2024 Notes, each $1,000 of principal of the 2024 Notes were initially convertible into 45.1356 shares of Common Stock, which was equivalent to an initial conversion price of approximately $22.16 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.
F4 Represents a repayment of the 2024 Notes by the Issuer in accordance with their terms. This transaction is exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

Remarks:

Each of Steel Holdings, WebFinancial, Steel Holdings GP 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.