Steel Partners Holdings L.P. - Mar 9, 2023 Form 4 Insider Report for Steel Connect, Inc. (STCN)

Role: Director, 10%+ Owner
Signature: By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ Jason Wong, Chief Financial Officer
Stock symbol: STCN
Transactions as of: Mar 9, 2023
Transactions value $: -$1,000,000
Form type: 4
Date filed: 3/13/2023, 09:37 PM
Next filing: May 2, 2023

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 March 1, 2024	Disposed to Issuer	-$14.9M				0	Mar 9, 2023	Common Stock, par value $0.01	6.29M	$2.37	By WebFinancial Holding Corporation	F1, F2, F3, F4
transaction	STCN	7.50% Convertible Senior Note due September 1, 2024	Award	$13.9M				$13.9M	Mar 9, 2023	Common Stock, par value $0.01	5.87M	$2.37	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"), SPH Group LLC ("SPHG"), WebFinancial Holding Corporation ("WebFinancial") and Steel Partners Holdings GP Inc. ("Steel Holdings GP") (collectively, the "Reporting Persons"). Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the owner of 100% of the outstanding shares of common stock of WebFinancial. Steel Holdings GP is the general partner of Steel Holdings and the managing member of SPHG. 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, 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	WebFinancial owns $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 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 2024 Notes were issued in February 2019 in the aggregate principal amount of $14,940,000. On March 9, 2023, the 2024 Notes were amended to extend the maturity date from March 1, 2024 to September 1, 2024.

Remarks:

Each of Steel Holdings, SPHG, 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.