| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SCHOOL SPECIALTY INC [ SCOO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/29/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant to Purchase Common Stock | $0.01 | 05/29/2020 | J/K(1) | 567,346(3) | 05/29/2020 | 12/27/2022 | Common Stock | 992,328 | $0(4) | 992,328 | I | See note(5) | |||
| Warrant to Purchase Common Stock | $0.001 | 05/29/2020 | J(2) | 10,666,288 | 05/29/2020 | 05/29/2023 | Common Stock | 10,666,288 | $0(4) | 10,666,288 | I | See note(5) | |||
| Explanation of Responses: |
| 1. TCW Asset Management Company LLC, as agent to various lenders of the Issuer, previously received a Warrant to Purchase Common Stock from the Issuer exercisable for 1,559,674 shares of common stock of the Issuer. On May 29, 2020, in re-issuance and replacement of the previous Warrant, the Issuer issued several new warrants directly to the lenders to the Issuer which warrants, taken together, were exercisable for the same aggregate number of shares of common stock as the previous Warrant. The re-issued warrants possessed by lenders that are associated with the TCW Business Unit are only exercisable for 992,328 shares of common stock in the aggregate. |
| 2. On May 29, 2020, the Issuer issued several additional new warrants directly to the lenders to the Issuer in consideration for continuing and additional extensions of credit to the Issuer. The additional new warrants possessed by lenders that are associated with the TCW Business Unit are exercisable for 10,666,288 shares of common stock in the aggregate. |
| 3. As described in Note 1 above, the TCW Business Unit did not sell or contractually dispose of securities of the Issuer; however, by virtue of the re-issuance of warrants previously issued on December 27, 2019 the TCW Business Unit is no longer deemed the beneficial ownership of the portion of warrants exercisable for 567,346 shares of common stock of the Issuer which was previously reported as beneficially owned on a Form 3. |
| 4. Both the re-issued warrants and the new warrants were issued to lenders of the Issuer in consideration for continuing and additional extensions of credit to the Issuer. |
| 5. Held in client accounts managed by The TCW Group, Inc. and its affiliates. |
| Meredith Jackson | 06/02/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
