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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 12/29/23 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 914712 |
| Issuer Name: Steel Connect, Inc. |
| Issuer Trading Symbol: STCN |
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? Yes |
| | 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? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
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? Yes |
| | 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? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 709804 |
| | Owner Name: Steel Excel Inc. |
| 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? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 106618 |
| | Owner Name: HANDY & HARMAN LTD. |
| Reporting Owner Address: |
| | Owner Street 1: 590 MADISON AVENUE |
| | Owner Street 2: 32ND FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? Yes |
| | Officer Title: |
| | Other Text: See Footnote 1 |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1342942 |
| | Owner Name: WHX CS Corp. |
| Reporting Owner Address: |
| | Owner Street 1: 590 MADISON AVENUE |
| | Owner Street 2: 32ND FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? Yes |
| | Officer Title: |
| | Other Text: See Footnote 1 |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1960672 |
| | Owner Name: WF Asset Corp. |
| 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? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 12/29/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 340 |
| | | Transaction Price Per Share: |
| Value: 9.5200 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 69,542 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Steel Excel Inc. |
| Footnote ID: F3 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,311,700 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By WF Asset Corp. |
| Footnote ID: F4 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock, $0.01 par value |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 636,447 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By WHX CS Corp. |
| Footnote ID: F5 |
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"), Steel Excel, Inc. ("Steel Excel"), WF Asset Corp. ("WF Asset"), Handy & Harman Ltd. ("HNH") and WHX CS Corp. ("WHX CS") (collectively, the "Reporting Persons"). Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG Holdings owns 100% of the outstanding shares of common stock of Steel Excel. Steel Excel owns 100% of the outstanding shares of common stock of HNH and is a majority shareholder of WF Asset. HNH owns 100% of the outstanding shares of common stock of WHX CS. |
| Footnote - F2: Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Section 13(d) Group"). |
| Footnote - F3: Represents securities owned directly by Steel Excel. By virtue of their relationships with Steel Excel discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the securities owned directly by Steel Excel. Each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by Steel Excel. |
| Footnote - F4: Represents securities owned directly by WF Asset. By virtue of their relationships with WF Asset discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel Excel may be deemed to beneficially own the securities owned directly by WF Asset. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel Excel disclaims beneficial ownership of the securities owned directly by WF Asset. |
| Footnote - F5: Represents securities owned directly by WHX CS. By virtue of their relationships with WHX CS discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and HNH may be deemed to beneficially own the securities owned directly by WHX CS. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and HNH disclaims beneficial ownership of the securities owned directly by WHX CS. |
Remarks: This Form 4 does not disclose securities of the Issuer currently beneficially owned by the other members of the Section 13(d) Group or derivative securities of the Issuer currently owned by the members of the Section 13(d) Group, which securities have been disclosed in previously filed Forms 4. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel, WF Asset, HNH and WHX CS and the other members of the Section 13(d) Group may be deemed a director by deputization due to their relationship with certain of the directors on the board of directors of the Issuer. |
Owner Signature: |
| Signature Name: By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |
Owner Signature: |
| Signature Name: By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |
Owner Signature: |
| Signature Name: By: SPH Group Holdings LLC, By: Steel Partners Holdings GP Inc., Manager, By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |
Owner Signature: |
| Signature Name: By: Steel Partners Holdings GP Inc., By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |
Owner Signature: |
| Signature Name: By: Steel Excel Inc., By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |
Owner Signature: |
| Signature Name: By: Handy & Harman Ltd., By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |
Owner Signature: |
| Signature Name: By: WHX CS Corp., By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |
Owner Signature: |
| Signature Name: By: WF Asset Corp., By: /s/ Maria Reda, Secretary |
| Signature Date: 1/3/24 |