13D Filing: Whitebox Advisors and AM Castle & Co (CASLQ)

Notes due 2022 (the “Convertible Notes”) in respect of claims with respect to $52,268,118.61 aggregate principal amount of the Issuer’s 12.75% Senior Secured Notes due 2018 (the “2018 Notes”).

In connection with the Reorganization and pursuant to the Plan, the Reporting Persons received 17,027 shares of Common Stock and $177,367.51 aggregate principal amount of Convertible Notes in respect of claims with respect to $1,267,000 aggregate principal amount of the Issuer’s 5.25% Convertible Senior Secured Notes due 2019 (the “2019 Notes”).

Item 4.  Purpose of Transaction.

The information contained in Items 3 and 6 of this Schedule 13D is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

(a, b) The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Common Stock are incorporated herein by reference.

As of the date hereof, WA may be deemed to be the beneficial owner of 400,876 shares of Common Stock, constituting 10.7% of the Issuer’s shares of Common Stock (assuming there is a total of 3,734,385 shares of Common Stock of the Issuer outstanding (including grants made under the Issuer’s Management Incentive Plan)).

WA has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 400,876 shares; has the sole power to dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 400,876 shares.

As of the date hereof, WB GP may be deemed to be the beneficial owner of 400,876 shares of Common Stock, constituting 10.7% of the Issuer’s shares of Common Stock (assuming there is a total of 3,734,385 shares of Common Stock of the Issuer outstanding (including grants made under the Issuer’s Management Incentive Plan)).

WB GP has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 400,876 shares; has the sole power to dispose or direct the disposition of 0 shares; and has the shared power to dispose or direct the disposition of 400,876 shares.

Because of the relationship between the Reporting Persons and the other stockholders of the Issuer party to the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own a total of 3,156,383 shares of Common Stock, which represents the aggregate number of shares of Common Stock beneficially owned by the parties to the Stockholders Agreement. 3,156,383 shares of Common Stock represents 84.5% of the total number of shares of Common Stock (assuming there is a total of 3,734,385 shares of Common Stock of the Issuer outstanding (including grants made under the Issuer’s Management Incentive Plan)).

(c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons within the last 60 days.

(d) Certain shares of Common Stock are beneficially owned by private investment funds that are managed by WA and/or for which WB GP serves as the general partner. None of these investment funds individually own more than 5% of the outstanding shares of Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the Plan, on the Effective Date, the Issuer and certain of its stockholders (the “Stockholder Parties”) entered into a Stockholders Agreement (the “Stockholders Agreement”). The Stockholder Parties include the Reporting Persons, Highbridge Capital Management, LLC (“Highbridge”), SGF, Inc. (“SGF”), Corre Partners Management, LLC (“Corre”), Wolverine Flagship Fund Trading Limited (“WFF”), and certain members of the Issuer’s management. Under the Issuer’s Articles of Amendment and Restatement (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”), any inconsistency between the Charter or Bylaws, on the one hand, and the Stockholders Agreement, on the other hand, will be