SEC Form 4
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 CASTLE A M & CO [ CTAM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/01/2017 | ||||||||||||||||||||||||||
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 | ||||||||
5.00% / 7.00% Convertible Senior Secured Notes due 2022 | (1) | 11/01/2017 | S | $130,000 | (2) | (2) | Common Stock | 34,502(1) | $116,675(3) | $24,243,667 | I | See Footnote(4) |
Explanation of Responses: |
1. Upon conversion of A.M. Castle & Co.'s (the "Issuer") 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 (the "Convertible Notes"), the settlement of the conversion right may, at the option of the Issuer, be in the form of shares of common stock, par value $0.01 per share ("Common Stock"), cash or a combination of cash and shares of Common Stock. The Reporting Persons disclaim beneficial ownership of any shares of Common Stock that they might receive upon conversion of the Convertible Notes. The Convertible Notes are convertible into shares of Common Stock at an initial conversion rate of 0.2654 shares of Common Stock per $1.00 principal amount of Convertible Notes (subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes). |
2. The Convertible Notes are convertible at the election of the holder at any time prior to the close of business on the trading day immediately preceding August 31, 2022, the maturity date for the Convertible Notes. |
3. Represents the aggregate sale price for the Convertible Notes. |
4. These securities are directly owned by Corre Opportunities Qualified Master Fund, LP (the "Qualified Master Fund"), Corre Opportunities II Master Fund, LP (the "COII Master Fund") and Corre Opportunities Fund, LP (the "Fund" and, together with the Qualified Master Fund and the COII Master Fund, the "Funds") and may be deemed to be beneficially owned by Corre Partners Management, LLC ("Corre Partners"). Corre Partners Advisors, LLC (the "General Partner") serves as the general partner of the Funds and Corre Partners has been delegated investment authority over the assets of the Funds by the General Partner. |
/s/ Eric Soderlund, Authorized Signatory | 11/03/2017 | |
** 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 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. |