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Filing Details

Accession Number:: 0000921895-25-000069
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-01-06 19:24:26
Reporting Period:: 2025-01-02

Accepted Time:: 2025-01-06 19:24:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
914712	Steel Connect Inc.	STCN	Services-Business Services, Nec (7389)	042921333

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1005784	G Warren Lichtenstein	C/O Steel Partners Holdings L.p. 590 Madison Avenue, 32Nd Floor New York NY 10022	Exec Chairman, Interim Ceo	Yes	Yes	No	Yes
1504325	Steel Partners, Ltd.	590 Madison Avenue, 32Nd Floor New York NY 10022		No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

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	Disposition	2025-01-02	182,526	$0.00	9,773	No	4	S	Direct
Common Stock, $0.01 Par Value	Disposition	2025-01-02	6,428	$0.00	0	No	4	D	Indirect	By: Steel Partners, Ltd.
Common Stock, $0.01 Par Value	Disposition	2025-01-02	9,773	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	D	Indirect	By: Steel Partners, Ltd.
No	4	D	Direct

Footnotes

This Form 4 is filed jointly by Warren G. Lichtenstein and Steel Partners, Ltd. ("SPL") (collectively, the "Reporting Persons"). The Reporting Persons are members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Shares"). The Reporting Persons disclaim beneficial ownership of the Shares owned directly by the other members of the Section 13(d) group except to the extent of his or its pecuniary interest therein.
On January 2, 2025, Steel Excel Sub I, LLC ("Merger Sub") merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Steel Partners Holdings L.P. (the "Merger"). At the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by Merger Sub, the Issuer or any of the Issuer's wholly owned subsidiaries (the "Excluded Shares") and (B) Shares held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law (the "Dissenting Shares")), was cancelled and automatically converted into the right to receive (i) cash consideration equal to $11.45 per Share (the "Per Share Cash Merger Consideration") and (ii) one Reith CVR per Share (together with the Per Share Cash Merger Consideration, the "Per Share Merger Consideration").
Immediately prior to the Merger, Mr. Lichtenstein sold 182,526 Shares to Steel Excel Inc. in exchange for an aggregate of $2,089,922.70, or $11.45 per Share.
Includes 7,150 shares of restricted stock (each a "Restricted Share") issued by the Issuer pursuant to, or otherwise governed by, any Issuer equity plan, that were outstanding immediately prior to the Effective Time. At the Effective Time, each Restricted Share became fully vested, and subject to any applicable tax withholding on such acceleration, and, subject to the terms of the CVR Agreement, each holder of a Restricted Share received the Per Share Merger Consideration.
The officers and directors of the Issuer have waived any right to receive any portion of the Reith Net Litigation Proceeds with respect to any Reith CVR received in the Merger.
Represents securities previously owned directly by SPL. Mr. Lichtenstein is the Chief Executive Officer of SPL.