13D Filing: Stone House Capital Management and A. M. Castle & Co (CAS)

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 26, 2016, Partners delivered a letter (the “Nomination Letter”) to the Issuer nominating Kyle Altshuler, Mark Cohen and David Fink (the “Nominees”) for election to the Board of Directors of the Issuer (the “Board”) at the Issuer’s 2016 annual meeting of stockholders (the “Annual Meeting”).

The Reporting Persons continue to think highly of Steven Scheinkman, President and Chief Executive Officer of the Issuer, and Mr. Scheinkman’s management team.  The Reporting Persons have nominated the Nominees based on their belief that changes are still needed to the Board in order to maximize stockholder value.  The Reporting Persons believe that the Nominees possess experiences and expertise that will allow them to serve as valuable additions to the Board.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Stone House entered into a letter agreement (the “Indemnification Letter Agreement”) pursuant to which Stone House has agreed to indemnify David Fink against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions.  The Indemnification Letter Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended to add the following:

99.1

Indemnification Letter Agreement