| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
A. M. Castle & Co. [ CTAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/27/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share ("Common Stock") | 03/27/2020 | J | 3,681,985 | A | (1) | 3,752,890 | I | See footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 5.0% / 7.0% Convertible Sr Secured PIK Toggle Notes due 2022 | (2) | 03/27/2020 | J | $9,967,379 | (2) | (2) | Common Stock, par value $0.01 per share(1) | (1) | (1) | $0 | I | See footnote(4) | |||
| 3.0% / 5.0% Convertible Sr Secured PIK Toggle Notes due 2024 | (2) | 03/27/2020 | J | $4,985,509 | (2) | (2) | Common Stock, par value $0.01 per share(3) | 10,938,022 | (1) | $4,985,509 | I | See footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 27, 2020, the Issuer completed an exchange transaction (the "Exchange"), whereby it issued new 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 (the "New Notes") and shares of its Common Stock in exchange for its existing 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 (the "Old Notes"). In connection with the Exchange, the Reporting Persons received an aggregate of 3,681,985 shares of Common Stock and $4,985,509.00 in aggregate principal amount of New Notes in exchange for $9,967,379 in aggregate principal amount of Old Notes beneficially owned by the Reporting Persons, plus accrued and unpaid interest thereon. |
| 2. The New Notes are convertible at the election of the holder at any time prior to the close of business on the trading day immediately preceding August 31, 2024, the maturity date of the New Notes. The New Notes are convertible into shares of Common Stock at an initial conversion rate of 2.1939631 shares of Common Stock per $1.00 principal amount of New Notes (subject to adjustment in certain circumstances). |
| 3. Upon conversion of the New Notes, the settlement of the conversion right may, at the option of the Issuer, be in the form of shares of Common Stock, cash or a combination of cash and shares of Common Stock. |
| 4. This statement is filed by: (i) Wolverine Asset Management, LLC, an Illinois limited liability company ("WAM"), as the investment manager of Wolverine Flagship Fund Trading Limited ("Flagship"); (ii) Wolverine Holdings, L.P., an Illinois limited partnership ("WH"), as the sole member and manager of WAM; (iii) Wolverine Trading Partners, Inc., an Illinois corporation ("WTP"), as the sole general partner of WH; (iv) Christopher L. Gust, as a control shareholder of WTP; and (v) Robert R. Bellick, as a control shareholder of WTP. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein. |
| WOLVERINE ASSET MANAGEMENT, LLC, By: /s/ Keri L. Kelly, Title: Chief Compliance Officer | 03/31/2020 | |
| WOLVERINE HOLDINGS, L.P., By: /s/ Christopher L. Gust, Title: Managing Director | 03/31/2020 | |
| WOLVERINE TRADING PARTNERS, INC., By: /s/ Christopher L. Gust, Title: Authorized signatory | 03/31/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||