Form 4: Steel Connect Director Reports Share Cancellation Following Merger

Director Jeffrey S. Wald reports the cancellation of his Steel Connect shares following the company's merger with Steel Excel Sub I, LLC.

Summary

• Jeffrey S. Wald, a director of Steel Connect, Inc., filed a Form 4 detailing 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, Inc., 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 cancelled and converted into the right to receive $11.45 in cash and one Reith CVR (Contingent Value Right).
• Wald's 68,903 shares of common stock, including 7,150 restricted shares, were cancelled as part of 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 following a merger, with no indication of positive or negative sentiment. It is a factual report of a transaction.

Future Outlook

The document does not contain any forward-looking statements or guidance.

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 and subsequent changes in ownership. It is a standard process for directors to report changes in their beneficial ownership following such events.

Comparison to Industry Standards

• Form 4 filings are a standard requirement for corporate insiders following transactions in their company's stock, as mandated by the SEC.
• The merger process and the conversion of shares into cash and CVRs are typical in acquisitions and mergers.
• The waiver of rights to litigation proceeds by officers and directors is not uncommon in such transactions to avoid potential conflicts of interest.

Stakeholder Impact

• Shareholders received $11.45 per share in cash and one Reith CVR 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, Share Cancellation, Reith CVR, Director, Steel Partners Holdings