WebFinancial Holding Corp - Dec 30, 2021 Form 3 Insider Report for Steel Connect, Inc. (STCN)

Role: Director, 10%+ Owner
Signature: By: WebFinancial Holding Corporation, By: /s/ Jason Wong, Chief Financial Officer
Stock symbol: STCN
Transactions as of: Dec 30, 2021
Transactions value $: $0
Form type: 3
Date filed: 3/13/2023, 09:36 PM

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
holding	STCN	7.50% Convertible Senior Note due March 1, 2024							Dec 30, 2021	Common Stock, par value $0.01	6.29M	$2.37	By WebFinancial Holding Corporation	F1, F2, F3, F5
holding	STCN	Series C Convertible Preferred Stock							Dec 30, 2021	Common Stock, par value $0.01	17.9M	$1.96	By WebFinancial Holding Corporation	F1, F2, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 3 is filed by WebFinancial Holding Corporation ("WebFinancial"). WebFinancial 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"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP"). Each member of the Section 13(d) Group disclaims beneficial ownership of the securities 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 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.
F3	As of the event date requiring the filing of this statement, WebFinancial owned $14,940,000 principal amount of the Issuer's 7.50% Convertible Senior Notes due March 1, 2024 (the "2024 Notes"). Under the terms of the 2024 Notes, each $1,000 of principal of the 2024 Notes will initially be convertible into 421.2655 shares of Common Stock, which is equivalent to an initial conversion price of approximately $2.37 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	The Series C Convertible Preferred Stock has no expiration date.
F5	The securities of the Issuer owned directly by WebFinancial were transferred to WebFinancial 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.

Remarks:

Each of Steel Holdings, SPHG, WebFinancial, SPHG Holdings, 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.