SEC FORM 4

SEC Form 4

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^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 500

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
A. M. Castle & Co. [ CTAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/27/2020		J⁽²⁾		20,945,875	A	$0	21,346,747	I	See Footnote⁽⁵⁾⁽⁷⁾
Common Stock	03/27/2020		J⁽²⁾		20,229,264	A	$0	20,610,221	I	See Footnote⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
5.0% / 7.0% Convertible Sr Secured PIK Toggle Notes due 2022⁽¹⁾	⁽³⁾	03/27/2020		J⁽²⁾			$56,701,867	⁽³⁾	⁽³⁾	Common Stock	⁽²⁾	⁽²⁾	0	I	See Footnote⁽⁵⁾⁽⁷⁾
5.0% / 7.0% Convertible Sr Secured PIK Toggle Notes due 2022⁽¹⁾	⁽³⁾	03/27/2020		J⁽²⁾			$54,761,953	⁽³⁾	⁽³⁾	Common Stock	⁽²⁾	⁽²⁾	0	I	See Footnote⁽⁶⁾⁽⁷⁾
3.00% / 5.00% Convertible Senior Secured Notes due 2024⁽¹⁾	⁽³⁾	03/27/2020		J⁽²⁾		$28,361,286		⁽³⁾	⁽³⁾	Common Stock⁽⁴⁾	62,223,614	⁽²⁾	$28,361,286	I	See Footnote⁽⁵⁾⁽⁷⁾
3.00% / 5.00% Convertible Senior Secured Notes due 2024⁽¹⁾	⁽³⁾	03/27/2020		J⁽²⁾		$27,390,975		⁽³⁾	⁽³⁾	Common Stock⁽⁴⁾	60,094,788	⁽²⁾	$27,390,975	I	See Footnote⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD, SUITE 500

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX GENERAL PARTNER LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOUELVARD, SUITE 500

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Reporting Persons do not acknowledge that the Issuer's 5.0% / 7.0% Convertible Sr Secured PIK Toggle Notes due 2022 (the "Old Notes") and 3.00% / 5.00% Convertible Senior Secured PIK Toggle Notes due 2024 (the "New Notes") are derivative securities for purposes of Section 16 of the Exchange Act, as amended (the "Exchange Act").

2. On March 27, 2020, the Issuer completed an exchange transaction (the "Exchange"), whereby it issued the New Notes and shares of its Common Stock in exchange for its existing Old Notes. In connection with the Exchange, the Reporting Persons received an aggregate of 20,945,875 shares of Common Stock and $28,361,286 in aggregate principal amount of New Notes in exchange for $56,701,867 in aggregate principal amount of Old Notes beneficially owned by the Reporting Persons, plus accrued and unpaid interest thereon.

3. 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).

4. 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.

5. These securities are directly owned by certain private funds managed by Whitebox Advisors LLC and may be deemed to be beneficially owned by Whitebox Advisors LLC by virtue of its role as the investment manager of such private funds.

6. These securities are directly owned by certain private funds in which Whitebox General Partner LLC serves as their general partner and may be deemed to be beneficially owned by Whitebox General Partner LLC by virtue of its role as the general partner of such private funds.

7. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

	Whitebox Advisors LLC By: /s/ Daniel Altabef, Title: General Counsel Regulatory Affairs & Compliance	03/31/2020
	Whitebox General Partner LLC By: /s/ Daniel Altabef, Title: General Counsel Regulatory Affairs & Compliance	03/31/2020
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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