Filing Details
- Accession Number:
- 0000921895-15-000531
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-03-03 19:24:43
- Reporting Period:
- 2015-02-27
- Filing Date:
- 2015-03-03
- Accepted Time:
- 2015-03-03 19:24:43
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
18172 | Castle A M & Co | CAS | Wholesale-Metals Service Centers & Offices (5051) | 360879160 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1205885 | C William Martin | C/O Raging Capital Management, Llc Ten Princeton Avenue, Po Box 228 Rocky Hill NJ 08553 | No | No | Yes | No | |
1232602 | H Kenneth Traub | 90 Nassau Street Suite 500 Princeton NJ 08542 | No | No | No | Yes | |
1444376 | Raging Capital Management, Llc | Ten Princeton Avenue Po Box 228 Rocky Hill NJ 08553-0228 | No | No | Yes | No | |
1566641 | Raging Capital Master Fund, Ltd. | C/O Ogier Fiduciary Services (Cayman) 89 Nexus Way Camana Bay, Grand Cayman E9 KY 1-9007 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock, $0.01 Par Value | Acquisiton | 2015-02-27 | 786,112 | $3.03 | 4,630,795 | No | 4 | P | Indirect | By Raging Capital Master Fund, Ltd. |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Indirect | By Raging Capital Master Fund, Ltd. |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock, $0.01 Par Value | 7.0% Convertible Notes due December 15, 2017 | Acquisiton | 2015-03-02 | 0 | $707,195.00 | 106,962 | $10.28 |
Common Stock, $0.01 Par Value | 7.0% Convertible Notes due December 15, 2017 | Acquisiton | 2015-03-03 | 0 | $1,989,005.00 | 291,715 | $10.28 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2017-12-15 | No | 4 | P | Indirect | |
0 | 2017-12-15 | No | 4 | P | Indirect |
Footnotes
- This Form 4 is filed jointly by Raging Capital Master Fund, Ltd. ("Raging Master"), Raging Capital Management, LLC ("Raging Capital"), William C. Martin and Kenneth H. Traub (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of CommonStock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- Represents securities owned directly by Raging Master. As the Investment Manager of Raging Master, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Master. As the Managing Member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Master.
- On January 22, 2015, Raging Capital entered into an oral understanding with Kenneth H. Traub pursuant to which it agreed to pay him 30% of the Incentive Allocation, attributable solely to the performance of Raging Master's investment in shares of Common Stock of the Issuer, that is earned by Raging Capital at the end of any given year if Mr. Traub is elected or appointed to the Board of Directors of the Issuer. Accordingly, Mr. Traub may be deemed to have a pecuniary interest in these shares of Common Stock.
- Holders may convert their Convertible Notes at their option on any day prior to the close of business on the trading day immediately preceding June 15, 2017 under the following circumstances: (1) during the five business-day period after any five consecutive trading-day period (the "measurement period") in which the trading price per note for each day of that measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the applicable conversion rate on each such day;
- (continued from prior footnote) (2) during any calendar quarter after the calendar quarter ended December 31, 2011, if the last reported sale price of the Common Stock for 20 or more trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or greater than 130% of the applicable conversion price in effect for each applicable trading day; (3) upon the occurrence of specified corporate events, including certain dividends and distributions; or (4) if the Issuer calls the Convertible Notes for redemption on or after December 20, 2015. The Convertible Notes will be convertible, regardless of the foregoing circumstances, at any time from, and including, June 15, 2017 through the second trading day immediately preceding the maturity date.