13D Filing: Mill Road Capital II, L.P. and School Specialty Inc (SCOO)

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CUSIP No. 807864103 Page 8 of 10 Pages

The Reporting Persons intend to continuously review their options but, except as set forth above, do not have at
this time any other specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of
Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuers Board of Directors; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) any change in the Issuers charter or by-laws that may impede the acquisition of control of the Issuer by any person;
(h) the Issuers Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of
equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership
reported in this Item 5, and on each Reporting Persons cover page to this Schedule 13D, are based on a total of 7,000,000 shares of the Common Stock issued and outstanding as of November 8, 2017, as reported in the most recent
quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2017. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of November 16, 2017, unless
otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 1,487,887 shares of Common Stock. The GP, as sole general
partner of the Fund, also 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, and each of Messrs. Lynch and Scharfman 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. Accordingly, each of the Reporting Persons beneficially owns 1,487,887 shares of Common Stock, or approximately 21.3% of the outstanding shares of Common Stock, and
the Reporting Persons beneficially own, in the aggregate, 1,487,887 shares of Common Stock, or approximately 21.3% of the outstanding shares of Common Stock.

(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from
September 17, 2017 (the date 60 days prior to the filing of this Schedule 13D) to November 16, 2017:

Date of Purchase

Shares
Purchased (#)
Purchase Price
per Share ($)

11/8/2017

850,000 $ 16.55

11/14/2017

518,964 $ 16.55

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