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BNS Holding, Inc., et al. – ‘4’ for 6/18/12 re: Steel Excel Inc.

On:  Tuesday, 6/19/12, at 6:30pm ET   ·   For:  6/18/12   ·   As:  10% Owner and Other   ·   Accession #:  921895-12-1402   ·   File #:  0-15071

Previous ‘4’:  ‘4’ on 6/15/12 for 6/13/12   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/19/12  BNS Holding, Inc.                 4          %Own.,Oth.  1:13K  Steel Excel Inc.                  Olshan Grund… Rosenzweig
          Steel Partners Holdings L.P.
          SPH Group Holdings LLC
          SPH Group LLC
          Steel Partners Holdings GP Inc.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Ownership Document --                               HTML     11K 
                form404197036_06192012.xml/3.5


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Ownership Document
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0305
Document Type:  4
Period of Report:  6/18/12
Not Subject to Section 16:  0
Issuer:
Issuer CIK:  709804
Issuer Name:  Steel Excel Inc.
Issuer Trading Symbol:  SXCL
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1522066
Owner Name:  SPH Group Holdings LLC
Reporting Owner Address:
Owner Street 1:  C/O STEEL PARTNERS HOLDINGS L.P.
Owner Street 2:  590 MADISON AVENUE, 32ND FLOOR
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1452857
Owner Name:  STEEL PARTNERS HOLDINGS L.P.
Reporting Owner Address:
Owner Street 1:  590 MADISON AVENUE, 32ND FLOOR
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1522067
Owner Name:  SPH Group LLC
Reporting Owner Address:
Owner Street 1:  C/O STEEL PARTNERS HOLDINGS L.P.
Owner Street 2:  590 MADISON AVENUE, 32ND FLOOR
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1537666
Owner Name:  Steel Partners Holdings GP Inc.
Reporting Owner Address:
Owner Street 1:  C/O STEEL PARTNERS HOLDINGS L.P.
Owner Street 2:  590 MADISON AVENUE, 32ND FLOOR
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Officer Title:
Other Text:
Reporting Owner:
Reporting Owner ID:
Owner CIK:  14637
Owner Name:  BNS HOLDING, INC.
Reporting Owner Address:
Owner Street 1:  49 STANTON AVENUE
Owner Street 2:
Owner City:  RIVERSIDE
Owner State:  RI
Owner ZIP Code:  02915
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  No
Is Other?  Yes
Officer Title:
Other Text:  See Explanation of Responses
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Common Stock, par value $0.001
Footnote ID:  F1
Transaction Date:
Value:  6/18/12
Deemed Execution Date:
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  J
Equity Swap Involved?  No
Footnote ID:  F2
Footnote ID:  F3
Transaction Timeliness:
Transaction Amounts:
Transaction Shares:
Value:  2,027,500
Transaction Price Per Share:
Value:  0
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  6,611,899
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnote ID:  F4
Footnotes:
Footnote - F1:  This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings"), Steel Partners Holdings GP Inc. ("Steel Holdings GP") and BNS Holding, Inc. ("BNS").
Footnote - F2:  On May 31, 2012, the Issuer acquired all of the capital stock of Sun Well Services, Inc. ("Sun Well"), the operating subsidiary of BNS, pursuant to a Share Acquisition Agreement, dated as of April 30, 2012, by and among the Issuer, BNS, SWH, Inc. and SPHG Holdings (the "Acquisition Agreement"). In connection with the Acquisition Agreement, BNS received 2,027,500 shares of Common Stock of the Issuer.
Footnote - F3:  On June 18, 2012, in accordance with the Acquisition Agreement and a plan of complete liquidation and dissolution of BNS that were approved by the stockholders of BNS, BNS is distributing its remaining assets, consisting primarily of cash and the shares of Common Stock of the Issuer received in connection with the disposition of Sun Well, to its stockholders. In connection therewith, the 2,027,500 shares of Common Stock of the Issuer received by BNS in connection with the sale of Sun Well were distributed to SPHG Holdings. SPHG Holdings owns approximately 85% of the outstanding shares of Common Stock of BNS and had been deemed to beneficially own all shares of Common Stock of the Issuer directly owned by BNS. As a result of such distribution, BNS is no longer subject to the reporting requirements of Section 16 with respect to securities of the Issuer.
Footnote - F4:  Shares of Common Stock owned directly by SPHG Holdings, and owned indirectly by SPHG by virtue of it being the sole member of SPHG Holdings, by Steel Holdings by virtue of its ownership of 99% of the membership interests of SPHG, and by Steel Holdings GP by virtue of it being the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings.
Owner Signature:
Signature Name:  By: SPH Group Holdings LLC, By: Steel Partners Holdings GP Inc., Manager, By: /s/ James F. McCabe, Jr., Chief Financial Officer
Signature Date:  6/19/12
Owner Signature:
Signature Name:  By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ James F. McCabe, Jr., Chief Financial Officer
Signature Date:  6/19/12
Owner Signature:
Signature Name:  By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: /s/ James F. McCabe, Jr., Chief Financial Officer
Signature Date:  6/19/12
Owner Signature:
Signature Name:  By: Steel Partners Holdings GP Inc., By: /s/ James F. McCabe, Jr., Chief Financial Officer
Signature Date:  6/19/12
Owner Signature:
Signature Name:  By: BNS Holding, Inc., By: /s/ Terry Gibson, President and Chief Executive Officer
Signature Date:  6/19/12


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