Page 10 of 13 SEC Filing
(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals who are Reporting Persons or listed on Schedule A are citizens of the United States of America. Each of the entities who are Reporting Persons are organized under the laws of the State of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of 4,584,299 Shares owned directly by SPHG Holdings is approximately $141,916,070, including brokerage commissions. Such Shares were acquired with funds of SPHG Holdings and an affiliated entity that initially purchased a portion of the Shares prior to being contributed to SPHG Holdings. The remaining 2,027,500 Shares owned directly by SPHG Holdings were initially acquired by BNS Holding, Inc. pursuant to the Acquisition Agreement (discussed in Item 4 of Amendment No. 36 to the Schedule 13D) prior to being distributed to SPHG Holdings.
The Shares beneficially owned by Messrs. Lichtenstein, Howard and McCabe represent Shares received pursuant to or underlying Restricted Stock Unit Awards, Restricted Stock Awards or Non-Qualified Stock Options, as the case may be, awarded to them in their capacities as directors and officers, as the case may be, of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 11,351,542 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2015.
As of the close of business on the date hereof, SPHG Holdings owned directly 6,611,799 Shares, constituting approximately 58.2% of the Shares outstanding. By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG and Steel Holdings GP is deemed to beneficially own the Shares owned directly by SPHG Holdings.
As of the close of business on the date hereof, Warren G. Lichtenstein beneficially owned 128,676 Shares, consisting of 61,625 Shares owned directly, 36,301 unvested restricted Shares, 28,250 Shares underlying Non-Qualified Stock Options that are exercisable within 60 days of the date hereof and 2,500 Shares underlying an unvested Restricted Stock Unit, constituting in the aggregate approximately 1.1% of the Shares outstanding.
