Mill Road Capital II GP LLC 4
4 · SCHOOL SPECIALTY INC · Filed Mar 19, 2019
Insider Transaction Report
Form 4
Mill Road Capital II, L.P.
10% Owner
Transactions
- Other
Common Stock, $0.001 par value
2019-03-15+2,995→ 2,995 total(indirect: See footnote)
Holdings
- 2,423,516
Common Stock, $0.001 par value
- 3,870(indirect: See footnote)
Common Stock, $0.001 par value
Footnotes (3)
- [F1]Represents the Reporting Persons' acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Jacobs 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. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest on the first anniversary of the date of grant. 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 shares and, accordingly, Mr. Jacobs has no direct pecuniary interest in such shares. 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 RSUs granted by the issuer to Mr. Scharfman as compensation for serving as a member of the issuer's board of directors, in which the Reporting Persons have an indirect pecuniary interest. 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 shares and, accordingly, Mr. Scharfman has no direct pecuniary interest in such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F3]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.