UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
A. M. Castle & Co.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
148411101
(Cusip Number)
Jonathan B. Mellin
30 N. LaSalle Street
Suite 1232
Chicago, IL 60602
(312) 726-3110
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes).
SCHEDULE 13D
| CUSIP No.148411 10 1 | ||||||
| 1. | Names of Reporting Persons: | |||||
| W. B. & Co. | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) / / | ||||||
| (b) /x/ | ||||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instruction): | |||||
| OO | ||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / | |||||
| 6. | Citizenship or Place of Organization: | |||||
| Illinois | ||||||
| 7. | Sole Voting Power: | |||||
| -0- | ||||||
| Number of Shares | ||||||
| Beneficially | 8. | Shared Voting Power: | ||||
| Owned by | 4,228,281 | |||||
| Each | ||||||
| Reporting | 9. | Sole Dispositive Power: | ||||
| Person | -0- | |||||
| With | ||||||
| 10. | Shared Dispositive Power: | |||||
| -0- | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| 4,228,281 (See Item 3) | ||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): / / | |||||
| 13. | Percent of Class Represented by Amount in Row (11): | |||||
| 17.8% based on 23,777,280 shares of Common Stock outstanding as of July 31, 2015. | ||||||
| 14. | Type of Reporting Person (See Instructions) | |||||
| PN | ||||||
| CUSIP No. 148411 10 1 | ||||||
| 1. | Names of Reporting Persons: | |||||
| Jonathan B. Mellin | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) / / | ||||||
| (b) /x/ | ||||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instruction): | |||||
| OO | ||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / | |||||
| 6. | Citizenship or Place of Organization: | |||||
| Illinois | ||||||
| 7. | Sole Voting Power: | |||||
| 54,323 | ||||||
| Number of Shares | ||||||
| Beneficially | 8. | Shared Voting Power: | ||||
| Owned by | 5,097,615 | |||||
| Each | ||||||
| Reporting | 9. | Sole Dispositive Power: | ||||
| Person | 109,791 | |||||
| With | ||||||
| 10. | Shared Dispositive Power: | |||||
| 869,334 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| 5,151,938 (See Item 3) | ||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): / / | |||||
| 13. | Percent of Class Represented by Amount in Row (11): | |||||
| 21.7% based on 23,777,280 shares of Common Stock outstanding as of July 31, 2015. | ||||||
| 14. | Type of Reporting Person (See Instructions) | |||||
| IN | ||||||
| CUSIP No. 148411 10 1 | ||||||
| 1. | Names of Reporting Persons: | |||||
| Reuben S. Donnelley | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) / / | ||||||
| (b) /x/ | ||||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instruction): | |||||
| OO | ||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / | |||||
| 6. | Citizenship or Place of Organization: | |||||
| Illinois | ||||||
| 7. | Sole Voting Power: | |||||
| 33,471 | ||||||
| Number of Shares | ||||||
| Beneficially | 8. | Shared Voting Power: | ||||
| Owned by | 4,228,281 | |||||
| Each | ||||||
| Reporting | 9. | Sole Dispositive Power: | ||||
| Person | 33,471 | |||||
| With | ||||||
| 10. | Shared Dispositive Power: | |||||
| -0- | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| 4,261,752 (See Item 3) | ||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): / / | |||||
| 13. | Percent of Class Represented by Amount in Row (11): | |||||
| 17.9% based on 23,777,280 shares of Common Stock outstanding as of July 31, 2015. | ||||||
| 14. | Type of Reporting Person (See Instructions) | |||||
| IN | ||||||
| CUSIP No. 148411 10 1 | ||||||
| 1. | Names of Reporting Persons: | |||||
| FOM Corporation | ||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) / / | ||||||
| (b) /x/ | ||||||
| 3. | SEC Use Only: | |||||
| 4. | Source of Funds (See Instruction): | |||||
| OO | ||||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / | |||||
| 6. | Citizenship or Place of Organization: | |||||
| Nevada | ||||||
| 7. | Sole Voting Power: | |||||
| 1,594,372 | ||||||
| Number of Shares | ||||||
| Beneficially | 8. | Shared Voting Power: | ||||
| Owned by | 572,688 | |||||
| Each | ||||||
| Reporting | 9. | Sole Dispositive Power: | ||||
| Person | 4,942,976 | |||||
| With | ||||||
| 10. | Shared Dispositive Power: | |||||
| 572,688 | ||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
| 5,515,664 (See Item 3) | ||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): / / | |||||
| 13. | Percent of Class Represented by Amount in Row (11): | |||||
| 23.2% based on 23,777,280 shares of Common Stock outstanding as of July 31, 2015. | ||||||
| 14. | Type of Reporting Person (See Instructions) | |||||
| CO | ||||||
Explanatory Note
This Amendment No. 12 (this “Amendment No. 12”) relates to the Common Stock of A. M. Castle & Co., a Maryland corporation (the “Company”), which has its principal executive offices at 1420 Kensington Road, Suite 220, Oak Brook, Illinois. This Amendment No. 12 is being filed to amend the facing pages and Item 5 to reflect the current beneficial ownership and the percentage of the class of Common Stock beneficially owned by the Reporting Persons following the acquisition by certain Reporting Persons of more than one percent of the outstanding shares of Common Stock of the Company. Except as otherwise set forth herein, this Amendment No. 12 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D as amended to date.
| Item 5. | Interest In Securities of the Issuer. |
| The information concerning percentages of ownership set forth on the facing pages for each Reporting Person is based on 23,777,280 shares of Common Stock reported outstanding as of July 31, 2015, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarter period ended June 30, 2015. |
(a) W.B. & Co.: 4,228,281 shares of Common Stock (17.8% based on 23,777,280 shares outstanding as of July 31, 2015).
Jonathan B. Mellin: 5,151,938 shares of Common Stock (21.7% based on 23,777,280 shares deemed outstanding as of July 31, 2015).
Reuben S. Donnelley: 4,261,752 shares of Common Stock (17.9% based on 23,777,280 shares outstanding as of July 31, 2015).
FOM Corporation: 5,515,664 shares of Common Stock (23.2% based on 23,777,280 shares outstanding as of July 31, 2015).
(b) See facing pages for each Reporting Person.
(c) The Reporting Persons have effected the following transactions in Common Stock of the Company during the past 60 days:
|
Reuben Donnelley transferred 14,739 shares to an immediate family member on August 7, 2015.
FOM Corporation
| Transaction Date | Shares Acquired | Weighted Average Price Per Share(1) | Price Range | Description of Transaction |
| August 7, 2015 | 561,270 | $2.99 | $2.895 to $3.25 | Open Market Purchase |
| August 10, 2015 | 17,020 | $3.38 | $3.19 to $3.50 | Open Market Purchase |
| August 11, 2015 | 398,280 | $3.43 | $3.265 to $3.50 | Open Market Purchase |
| August 12, 2015 | 318,350 | $3.46 | $3.365 to $3.50 | Open Market Purchase |
(1) The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at price ranges set forth in the table above. The Reporting Person undertakes to provide the Company, any securityholder of the Company, or the Staff of the Securities and Exchange Commission, upon request, separate prices within the range set forth in this footnote.
Jonathan Mellin
| Transaction Date | Shares Acquired | Weighted Average Price Per Share(1) | Price Range | Description of Transaction |
| August 7, 2015 | 17,180 | $2.99 | $2.895 to $3.25 | Open Market Purchase |
| August 10, 2015 | 530 | $3.38 | $3.19 to $3.50 | Open Market Purchase |
| August 11, 2015 | 12,170 | $3.43 | $3.265 to $3.50 | Open Market Purchase |
| August 12, 2015 | 9,736 | $3.46 | $3.365 to $3.50 | Open Market Purchase |
(1) The price reported in this column is a weighted average price. The shares were purchased in multiple transactions at price ranges set forth in the table above. The Reporting Person undertakes to provide the Company, any securityholder of the Company, or the Staff of the Securities and Exchange Commission, upon request, separate prices within the range set forth in this footnote.
(d) None.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| August 14, 2015 | W.B. & Co. | ||||||
| By: /s/ Jonathan B. Mellin | |||||||
Jonathan B. Mellin General Partner | |||||||
| August 14, 2015 | /s/ Jonathan B. Mellin | ||||||
| Jonathan B. Mellin | |||||||
| August 14, 2015 | /s/ Reuben S. Donnelley | ||||||
| Reuben S. Donnelley | |||||||
| August 14, 2015 | FOM Corporation | ||||||
| By: /s/ Jonathan B. Mellin | |||||||
Jonathan B. Mellin President | |||||||