| 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 A. M. Castle & 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) 03/27/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 03/27/2020 | J(1) | 10,815,730 | A | (1) | 11,022,296 | D | |||
| 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 | ||||||||
| 2022 Notes | $0.2654 | 03/27/2020 | J(1) | 29,278,895 | 08/31/2017 | 08/31/2022 | Common Stock | 6,608,760 | (1) | 0(2) | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities acquired and disposed of pursuant to the terms of the Support and Exchange Agreement ("Support Agreement"), dated as of February 26, 2020, by and among the Issuer, the Reporting Person and certain other investors, pursuant to which the Reporting Person agreed to tender its 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 ("2022 Notes") to the Company in connection with the Company's offer to holders of the 2022 Notes to exchange such notes for shares of the Company's Common Stock and for 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 ("2024 Notes"). On March 27, 2020, the Reporting Person tendered its outstanding 2022 Notes and was issued 10,815,730 shares of Common Stock and 2024 Notes having an aggregate principal amount of $14,644,793. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d) thereunder. |
| 2. The 2024 Notes are convertible into shares of Common Stock at the option of the holders at an initial conversion rate equal to 2.1939631 shares per $1.00 principal amount. However, the mode of payment may be changed at any time at the sole discretion of the Issuer. Accordingly, any right to receive shares is subject to a material contingency outside the control of the Reporting Person, and the Reporting Person does not beneficially own any shares of Common Stock which might be acquired. |
| Remarks: |
| The Reporting Person is associated with an extended family group and various trusts, estates and estate planning vehicles established by certain deceased and surviving family members. Jonathan Mellin ("Mr. Mellin") acts in various capacities with respect to the family interests and has been deputized by certain family members, trusts, estates and estate planning vehicles (the "Deputizing Persons"), including the Reporting Person, to serve on the board of directors of the Issuer. The Reporting Person (together with certain of the other Deputizing Persons) may be deemed to constitute a group pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934. The Reporting Person disclaims beneficial ownership of any shares of Common Stock held by any other Reporting Person or Deputizing Person, except to the extent of any pecuniary interest such Reporting Person may have. Pursuant to a Plan of Reorganization, the Reporting Persons entered into a Stockholders Agreement by and among the Issuer, the Reporting Persons and certain other holders of Common Stock (the "Stockholders Agreement"). The Stockholders Agreement provides, among other things, for the election of directors to the Issuer's board, for preemptive rights for certain stockholders, and for certain provisions relating to the sale or transfer of Common Stock by the parties to the Stockholders Agreement. The Reporting Persons may be deemed as part of a group consisting of the stockholder parties to the Stockholders Agreement. The Reporting Person disclaims beneficial ownership of any shares of Common Stock held by any other party to the Stockholders Agreement, except to the extent of any pecuniary interest such Reporting Person may have. |
| SGF, LLC, By: /s/ Reuben S. Donnelley, Managing Member | 03/31/2020 | |
| ** 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. | ||
