13D Filing: Cruiser Capital Advisors, LLC and Schulman A Inc (SHLM)

Item 5.

Interest in Securities of the Issuer

(a) – (b) As of the date of this Amended Schedule 13D, the Reporting Persons held in the aggregate 2,897,125 shares of Common Stock of the Issuer, which represents 9.83% of the outstanding Common Stock.  The percentages used in this Amended Schedule 13D are calculated based upon 29,464,720 outstanding shares of Common Stock as of May 31, 2017.  This amount is based upon the number of outstanding shares of Common Stock reported as of May 31, 2017, in the Issuer’s quarterly report on Form 10-Q filed on June 28, 2017.

With regard to Cruiser Capital Advisors and Mr. Rosenbloom, this includes 2,095,523 shares of Common Stock owned on behalf of the Cruiser Clients, which represents 7.11% of the outstanding Common Stock.

Cruiser Capital Advisors acquired on behalf of Cruiser Clients listed American-style call options referencing an aggregate of 55,700 shares of Common Stock, which have an exercise price of $25.00 per share and expire on September 15, 2017.

With regard to Kingdon Capital Management and Mr. Kingdon, this includes 801,602 shares of Common Stock owned on behalf of the Kingdon Funds, which represents 2.72% of the outstanding Common Stock.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the shares of Common Stock owned by the other Reporting Persons.  The filing of this Amended Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock that he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the shares of Common Stock reported herein that he or it does not directly own.

Because Mr. Rosenbloom is the managing member of Cruiser Capital Advisors, he is deemed to share voting power and dispositive power over the shares of Common Stock held by Cruiser Capital Advisors on behalf of the Cruiser Clients.

Mr. Rosenbloom has not effected any transactions in the Common Stock directly in his name.

Since August 22, 2017, Kingdon Capital Management has not effected any transactions in the Common Stock on behalf of the Kingdon Funds.

Because Mr. Kingdon is the managing member of Kingdon Capital Management, he is deemed to share voting power and dispositive power over the shares of Common Stock held by Kingdon Capital Management on behalf of the Kingdon Funds.