School Specialty (SCOO) Form 3 SCHOOL SPECIALTY / THOMAS E LYNCH ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mill Road Capital II, L.P.

(Last) (First) (Middle)

382 GREENWICH AVENUE

SUITE ONE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2017

3. Issuer Name and Ticker or Trading Symbol
SCHOOL SPECIALTY INC [ SCOO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	968,923	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Mill Road Capital II, L.P.

(Last) (First) (Middle)

382 GREENWICH AVENUE

SUITE ONE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mill Road Capital II GP LLC

(Last) (First) (Middle)

382 GREENWICH AVENUE

SUITE ONE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LYNCH THOMAS E

(Last) (First) (Middle)

382 GREENWICH AVENUE

SUITE ONE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Scharfman Scott

(Last) (First) (Middle)

382 GREENWICH AVENUE

SUITE ONE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. 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.

Remarks:

	/s/ Thomas E. Lynch, Management Committee Director and Chairman of sole general partner on behalf of Mill Road Capital II, L.P.	11/16/2017
	/s/ Thomas E. Lynch, Management Committee Director and Chairman on behalf of Mill Road Capital II GP LLC	11/16/2017
	/s/ Thomas E. Lynch	11/16/2017
	/s/ Thomas E. Lynch on behalf of Scott P. Scharfman by power of attorney	11/16/2017
	** 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 5 (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).
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