| 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(1) | 03/27/2020 | A | 73,477 | A | (1) | 128,485 | D | |||
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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 | ||||||||
| Convertible Note(1) | $3.77 | 03/27/2020 | D | $90,964 | 08/31/2017 | 08/31/2020 | Common Stock | 24,133 | (1) | $0 | D | ||||
| Convertible Note(1) | $3.77 | 03/27/2020 | D | $111,308 | 03/25/2020 | 08/30/2022 | Common Stock | 29,530 | (1) | $0 | D | ||||
| Convertible Note(1) | $0.46 | 03/27/2020 | A | $99,490 | 03/27/2020 | 08/30/2022 | Common Stock | 218,277 | (1) | $99,490 | D | ||||
| Explanation of Responses: |
| 1. Reflects the disposition of an aggregate principal amount (including accrued PIK interest) of $202,272 of the Company's 5.00%/7.00% Convertible Senior PIK Toggle Notes due 2022 (the "Old Notes") in exchange for a combination of (i) an aggregate principal amount of $99,490 of the Company's new 3.00%/5.00% Convertible Senior PIK Toggle Notes due 2024 (the "New Notes") and (ii) 73,477 shares of the Company's common stock ("New Shares"), pursuant to a public exchange offer launched by the Company on February 27, 2020 and completed on March 27, 2020. The Old Notes were restricted incentive awards issued pursuant to the Company's 2017 Management Incentive Plan (the "Plan"). The New Notes are convertible into 218,277 shares of common stock as of the date of this filing. The restricted New Notes and restricted New Shares vest in shares proportionate to the tendered Old Notes on August 31, 2020 and August 30, 2022. |
| /s/ Mark D. Zundel, by Jeremy Steele, Attorney-in-Fact | 04/01/2020 | |
| ** 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. | ||