3//SEC Filing
WebFinancial Holding Corp 3
Accession 0001193805-23-000328
CIK 0000914712other
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 9:36 PM ET
Size
8.7 KB
Accession
0001193805-23-000328
Insider Transaction Report
Form 3
WebFinancial Holding Corp
DirectorOther
Holdings
- (indirect: By WebFinancial Holding Corporation)
Series C Convertible Preferred Stock
Exercise: $1.96From: 2017-12-15→ Common Stock, par value $0.01 (17,857,143 underlying) - (indirect: By WebFinancial Holding Corporation)
7.50% Convertible Senior Note due March 1, 2024
Exercise: $2.37Exp: 2024-03-01→ Common Stock, par value $0.01 (6,293,706 underlying)
Footnotes (5)
- [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.
Documents
Issuer
Steel Connect, Inc.
CIK 0000914712
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001662159
Filing Metadata
- Form type
- 3
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 9:36 PM ET
- Size
- 8.7 KB