Form 4: Steel Connect Director Glen Kassan Discloses Share Disposition Following Merger

Director Glen Kassan reports the disposition of his Steel Connect shares following the company's merger with Steel Excel Sub I, LLC.

Summary

• Glen Kassan, a director at Steel Connect, Inc., filed a Form 4 disclosing changes in his beneficial ownership of the company's stock.
• The filing is a result of the merger between Steel Excel Sub I, LLC and Steel Connect, where Steel Connect became a wholly-owned subsidiary of Steel Partners Holdings L.P.
• As a result of the merger, each share of Steel Connect common stock was converted into the right to receive $11.45 in cash and one Reith CVR.
• Kassan's holdings of 66,948 shares, including 7,150 restricted shares, were disposed of in the merger.
• The restricted shares became fully vested at the time of the merger and were subject to applicable tax withholding.
• Officers and directors of Steel Connect have waived their right to receive any portion of the Reith Net Litigation Proceeds related to the Reith CVRs received in the merger.

Sentiment

Score: 7

Explanation: The document is a routine filing related to a merger, which is a neutral event. The sentiment is slightly positive due to the completion of the merger.

Management Comments

• 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.

Industry Context

This filing reflects a common corporate action of a merger, where a company is acquired and its shares are converted into a combination of cash and contingent value rights. This is a standard process in M&A transactions.

Comparison to Industry Standards

• The merger consideration of cash and a CVR is a fairly common structure in acquisitions, particularly when there are contingent assets or liabilities that are difficult to value upfront.
• The waiver of rights to litigation proceeds by officers and directors is a measure to avoid potential conflicts of interest and ensure a clean transaction.

Stakeholder Impact

• Shareholders received cash and CVRs for their shares as a result of the merger.
• The merger resulted in Steel Connect becoming a wholly-owned subsidiary of Steel Partners Holdings L.P.

Key Dates

Keywords

Merger, Steel Connect, Form 4, Beneficial Ownership, Glen Kassan, Steel Partners Holdings, Reith CVR, Share Disposition