4//SEC Filing
LYNCH THOMAS E 4
Accession 0001209191-18-004349
CIK 0001055454other
Filed
Jan 17, 7:00 PM ET
Accepted
Jan 18, 5:41 PM ET
Size
12.6 KB
Accession
0001209191-18-004349
Insider Transaction Report
Form 4
LYNCH THOMAS E
10% Owner
Transactions
- Other
Stock Appreciation Rights
2018-01-17+38,500→ 38,500 total(indirect: See footnote)Exercise: $18.57Exp: 2028-01-17→ Common Stock (38,500 underlying)
Holdings
- 1,487,887
Common Stock, $0.001 par value
Mill Road Capital II GP LLC
10% Owner
Transactions
- Other
Stock Appreciation Rights
2018-01-17+38,500→ 38,500 total(indirect: See footnote)Exercise: $18.57Exp: 2028-01-17→ Common Stock (38,500 underlying)
Holdings
- 1,487,887
Common Stock, $0.001 par value
Scharfman Scott
10% Owner
Transactions
- Other
Stock Appreciation Rights
2018-01-17+38,500→ 38,500 total(indirect: See footnote)Exercise: $18.57Exp: 2028-01-17→ Common Stock (38,500 underlying)
Holdings
- 1,487,887
Common Stock, $0.001 par value
Mill Road Capital II, L.P.
10% Owner
Transactions
- Other
Stock Appreciation Rights
2018-01-17+38,500→ 38,500 total(indirect: See footnote)Exercise: $18.57Exp: 2028-01-17→ Common Stock (38,500 underlying)
Holdings
- 1,487,887
Common Stock, $0.001 par value
Footnotes (4)
- [F1]The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F2]Represents the Reporting Persons' acquisition of an indirect pecuniary interest in SARs granted by the issuer to Mr. Scharfman in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported SARs and, accordingly, Mr. Scharfman has no direct pecuniary interest in such SARs. Each of the Reporting Persons disclaims beneficial ownership of such SARs except to the extent of his or its pecuniary interest therein, if any.
- [F3]The Stock Appreciation Rights ("SARs") will vest as to one-half of the SARs on the second anniversary of the date of grant and as to one-fourth of the SARs on each of the third and fourth anniversaries of the date of grant.
- [F4]The SARs will be settled in cash upon exercise.
Documents
Issuer
SCHOOL SPECIALTY INC
CIK 0001055454
Entity typeother
Related Parties
1- filerCIK 0001244666
Filing Metadata
- Form type
- 4
- Filed
- Jan 17, 7:00 PM ET
- Accepted
- Jan 18, 5:41 PM ET
- Size
- 12.6 KB