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4/A//SEC Filing

Donnelley Reuben Simpson 4/A

Accession 0000899243-18-005007

CIK 0000018172other
View on SEC.govCompany Profile

Filed

Feb 21, 7:00 PM ET

Accepted

Feb 22, 2:48 PM ET

Size

36.3 KB

Accession

0000899243-18-005007

Insider Transaction Report

Form 4/AAmended
Period: 2017-08-31
CASTLE A M & COCTAM
SGF, LLC
Director
Transactions
  • Other

    Common Stock

    2017-08-31+1,896→ 1,896 total
  • Other

    Common Stock

    2017-08-31−14,739→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2017-08-31−33,471→ 0 total
  • Other

    Common Stock

    2017-08-31+412→ 412 total
  • Other

    Common Stock

    2017-08-31+181→ 181 total(indirect: See footnote)
  • Other

    Common Stock

    2017-08-31−0→ 0 total
  • Other

    Common Stock

    2017-08-31+0→ 0 total
  • Other

    Common Stock

    2017-08-31−8,759,076→ 0 total
  • Other

    Common Stock

    2017-08-31+107,850→ 107,850 total
  • Other

    Common Stock

    2017-08-31−153,990→ 0 total
  • Award

    Exchange Notes

    2017-08-31+17,775,807→ 17,775,807 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (4,717,699 underlying)
  • Award

    New Money Notes

    2017-08-31$5700258.00/sh+7,125,323$40,616,179,433,334→ 7,125,323 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (1,891,061 underlying)
WB & CO
10% Owner
Transactions
  • Other

    Common Stock

    2017-08-31−14,739→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2017-08-31+107,850→ 107,850 total
  • Other

    Common Stock

    2017-08-31+1,896→ 1,896 total
  • Other

    Common Stock

    2017-08-31−33,471→ 0 total
  • Other

    Common Stock

    2017-08-31+181→ 181 total(indirect: See footnote)
  • Other

    Common Stock

    2017-08-31−0→ 0 total
  • Award

    Exchange Notes

    2017-08-31+17,775,807→ 17,775,807 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (4,717,699 underlying)
  • Award

    New Money Notes

    2017-08-31$5700258.00/sh+7,125,323$40,616,179,433,334→ 7,125,323 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (1,891,061 underlying)
  • Other

    Common Stock

    2017-08-31+412→ 412 total
  • Other

    Common Stock

    2017-08-31+0→ 0 total
  • Other

    Common Stock

    2017-08-31−8,759,076→ 0 total
  • Other

    Common Stock

    2017-08-31−153,990→ 0 total
Mellin Jonathan
Director10% Owner
Transactions
  • Other

    Common Stock

    2017-08-31−8,759,076→ 0 total
  • Other

    Common Stock

    2017-08-31+107,850→ 107,850 total
  • Other

    Common Stock

    2017-08-31−153,990→ 0 total
  • Other

    Common Stock

    2017-08-31−33,471→ 0 total
  • Other

    Common Stock

    2017-08-31+0→ 0 total
  • Other

    Common Stock

    2017-08-31+181→ 181 total(indirect: See footnote)
  • Award

    Exchange Notes

    2017-08-31+17,775,807→ 17,775,807 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (4,717,699 underlying)
  • Other

    Common Stock

    2017-08-31+1,896→ 1,896 total
  • Other

    Common Stock

    2017-08-31+412→ 412 total
  • Other

    Common Stock

    2017-08-31−14,739→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2017-08-31−0→ 0 total
  • Award

    New Money Notes

    2017-08-31$5700258.00/sh+7,125,323$40,616,179,433,334→ 7,125,323 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (1,891,061 underlying)
FOM Corp
10% Owner
Transactions
  • Other

    Common Stock

    2017-08-31−8,759,076→ 0 total
  • Other

    Common Stock

    2017-08-31+1,896→ 1,896 total
  • Other

    Common Stock

    2017-08-31+412→ 412 total
  • Other

    Common Stock

    2017-08-31−0→ 0 total
  • Other

    Common Stock

    2017-08-31+0→ 0 total
  • Award

    New Money Notes

    2017-08-31$5700258.00/sh+7,125,323$40,616,179,433,334→ 7,125,323 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (1,891,061 underlying)
  • Other

    Common Stock

    2017-08-31−153,990→ 0 total
  • Other

    Common Stock

    2017-08-31−14,739→ 0 total(indirect: See footnote)
  • Other

    Common Stock

    2017-08-31+181→ 181 total(indirect: See footnote)
  • Other

    Common Stock

    2017-08-31+107,850→ 107,850 total
  • Other

    Common Stock

    2017-08-31−33,471→ 0 total
  • Award

    Exchange Notes

    2017-08-31+17,775,807→ 17,775,807 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (4,717,699 underlying)
Donnelley Reuben Simpson
Director
Transactions
  • Other

    Common Stock

    2017-08-31+107,850→ 107,850 total
  • Other

    Common Stock

    2017-08-31+0→ 0 total
  • Other

    Common Stock

    2017-08-31+1,896→ 1,896 total
  • Other

    Common Stock

    2017-08-31−0→ 0 total
  • Award

    New Money Notes

    2017-08-31$5700258.00/sh+7,125,323$40,616,179,433,334→ 7,125,323 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (1,891,061 underlying)
  • Other

    Common Stock

    2017-08-31−33,471→ 0 total
  • Other

    Common Stock

    2017-08-31+181→ 181 total(indirect: See footnote)
  • Award

    Exchange Notes

    2017-08-31+17,775,807→ 17,775,807 total
    Exercise: $0.27From: 2017-08-31Exp: 2022-08-31→ Common Stock (4,717,699 underlying)
  • Other

    Common Stock

    2017-08-31−8,759,076→ 0 total
  • Other

    Common Stock

    2017-08-31−153,990→ 0 total
  • Other

    Common Stock

    2017-08-31+412→ 412 total
  • Other

    Common Stock

    2017-08-31−14,739→ 0 total(indirect: See footnote)
Footnotes (11)
  • [F1]These shares are beneficially owned by WB&Co ("WBC"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have.
  • [F10]On the Effective Date, and pursuant to the Plan, the Prepetition Second Lien Secured Claims (as defined in the Plan) held by holders thereof were extinguished and the holders were issued certain Exchange Notes (as defined in the Plan). The Exchange Notes are convertible, at any time at the option of the holder, in the aggregate, into 1,300,000 shares of New Common Stock (or .2654 shares of New Common Stock for each $1 principal amount). SGF was a holder of Prepetition Second Lien Secured Claims and as such received its pro rata share of such Exchange Notes, having an aggregate principal amount of $17,775,807, convertible into 4,717,699 shares of New Common Stock.
  • [F11]On the Effective Date, and pursuant to the Plan, certain holders of indebtedness of the Issuer subscribed for and purchased New Money Notes (as defined in the Plan). The New Money Notes are convertible, at any time at the option of the holder, in the aggregate, into 3,051,818 shares of New Common Stock (or .2654 shares of New Common Stock for each $1 principal amount). SGF subscribed for and purchased New Money Notes having an aggregate principal amount of $7,125,323, convertible into 1,891,061 shares of New Common Stock.
  • [F2]These shares are beneficially owned by Jonathan Mellin ("Mr. Mellin"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have.
  • [F3]These shares are beneficially owned by Reuben Donnelley ("Mr. Donnelley"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have.
  • [F4]Mr. Donnelley may be deemed to beneficially own these shares, which are held by an immediate family member who shares Mr. Donnelley's household. The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have.
  • [F5]FOM Corp. ("FOM") does not have beneficial ownership of any shares of Common Stock.
  • [F6]These securities are beneficially owned by SGF, LLC ("SGF"). The Reporting Person disclaims beneficial ownership of any shares of New Common Stock, except to the extent of any pecuniary interest such Reporting Person may have.
  • [F7]On August 31, 2017 (the "Effective Date"), A.M. Castle & Co. (the "Issuer") was reorganized pursuant to a Plan of Reorganization (the "Plan"). Under the terms of the Plan, on that date all of the Issuer's previously issued and outstanding common stock was automatically cancelled and extinguished, including the common stock beneficially owned, or deemed to be beneficially owned, by WBC, Mr. Mellin, Mr. Donnelley, and FOM (WBC, Mr. Mellin, Mr. Donnelley, and FOM, collectively, and together with SGF, the "Reporting Persons").
  • [F8]On the Effective Date, and pursuant to and upon effectiveness of the Plan, holders of common stock outstanding immediately before effectiveness who did not object to the Plan and who did not opt-out of certain releases provided in the Plan were issued an aggregate of 400,000 shares of the Issuer's common stock, par value $0.01 per share (the "New Common Stock"), simultaneously with the cancellation and extinguishment of shares described in footnote 7 above. Each of the Reporting Persons, other than SGF, was eligible to receive, and was issued its or his pro rata share of, such shares of New Common Stock.
  • [F9]Held by immediate family member who shares Mr. Donnelley's household. Mr. Donnelley disclaims beneficial ownership of the shares owned by the immediate family member.

Documents

1 file

Issuer

CASTLE A M & CO

CIK 0000018172

→
Entity typeother

Related Parties

1
  • filerCIK 0001533501

Filing Metadata

Form type
4/A
Filed
Feb 21, 7:00 PM ET
Accepted
Feb 22, 2:48 PM ET
Size
36.3 KB
View on SEC.gov