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Filing Details

Accession Number:: 0001209191-18-038851
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-06-20 18:07:53
Reporting Period:: 2018-06-18

Accepted Time:: 2018-06-20 18:07:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1055454	School Specialty Inc	SCOO	Wholesale-Durable Goods (5000)	390971239

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1244666	E Thomas Lynch	382 Greenwich Avenue Suite One Greenwich CT 06830	No	No	Yes	No
1435257	Scott Scharfman	382 Greenwich Avenue Suite One Greenwich CT 06830	Yes	No	Yes	No
1550728	Mill Road Capital Ii Gp Llc	382 Greenwich Avenue Suite One Greenwich CT 06830	No	No	Yes	No
1550729	Mill Road Capital Ii, L.p.	382 Greenwich Avenue Suite One Greenwich CT 06830	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.001 Par Value	Acquisiton	2018-06-18	3,780	$0.00	3,780	No	4	J	Indirect	See footnote
Common Stock, $0.001 Par Value	Acquisiton	2018-06-19	400,000	$19.98	2,423,516	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	P	Direct

Footnotes

Represents the Reporting Persons' acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Scharfman in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest on the first anniversary of the date of grant. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Scharfman has no direct pecuniary interest in such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and 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. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and 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. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.