0000921895-15-000531.txt : 20150303
0000921895-15-000531.hdr.sgml : 20150303
20150303192443
ACCESSION NUMBER: 0000921895-15-000531
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150227
FILED AS OF DATE: 20150303
DATE AS OF CHANGE: 20150303
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CASTLE A M & CO
CENTRAL INDEX KEY: 0000018172
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051]
IRS NUMBER: 360879160
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1420 KENSINGTON ROAD
STREET 2: SUITE 220
CITY: OAK BROOK
STATE: IL
ZIP: 60523
BUSINESS PHONE: 8474557111
MAIL ADDRESS:
STREET 1: 1420 KENSINGTON ROAD
STREET 2: SUITE 220
CITY: OAK BROOK
STATE: IL
ZIP: 60523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TRAUB KENNETH H
CENTRAL INDEX KEY: 0001232602
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 15671303
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Raging Capital Master Fund, Ltd.
CENTRAL INDEX KEY: 0001566641
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 15671304
BUSINESS ADDRESS:
STREET 1: C/O OGIER FIDUCIARY SERVICES (CAYMAN)
STREET 2: 89 NEXUS WAY
CITY: CAMANA BAY, GRAND CAYMAN
STATE: E9
ZIP: KY 1-9007
BUSINESS PHONE: 609.357.1870
MAIL ADDRESS:
STREET 1: C/O OGIER FIDUCIARY SERVICES (CAYMAN)
STREET 2: 89 NEXUS WAY
CITY: CAMANA BAY, GRAND CAYMAN
STATE: E9
ZIP: KY 1-9007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Raging Capital Management, LLC
CENTRAL INDEX KEY: 0001444376
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 15671305
BUSINESS ADDRESS:
STREET 1: TEN PRINCETON AVENUE
STREET 2: PO BOX 228
CITY: ROCKY HILL
STATE: NJ
ZIP: 08553-0228
BUSINESS PHONE: 6099100954
MAIL ADDRESS:
STREET 1: TEN PRINCETON AVENUE
STREET 2: PO BOX 228
CITY: ROCKY HILL
STATE: NJ
ZIP: 08553-0228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MARTIN WILLIAM C
CENTRAL INDEX KEY: 0001205885
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-05415
FILM NUMBER: 15671306
MAIL ADDRESS:
STREET 1: C/O RAGING CAPITAL MANAGEMENT, LLC
STREET 2: TEN PRINCETON AVENUE, PO BOX 228
CITY: ROCKY HILL
STATE: NJ
ZIP: 08553
4
1
form407738033_03032015.xml
OWNERSHIP DOCUMENT
X0306
4
2015-02-27
0
0000018172
CASTLE A M & CO
CAS
0001205885
MARTIN WILLIAM C
C/O RAGING CAPITAL MANAGEMENT, LLC
TEN PRINCETON AVENUE, PO BOX 228
ROCKY HILL
NJ
08553
0
0
1
0
0001444376
Raging Capital Management, LLC
TEN PRINCETON AVENUE
PO BOX 228
ROCKY HILL
NJ
08553-0228
0
0
1
0
0001566641
Raging Capital Master Fund, Ltd.
C/O OGIER FIDUCIARY SERVICES (CAYMAN)
89 NEXUS WAY
CAMANA BAY, GRAND CAYMAN
E9
KY 1-9007
CAYMAN ISLANDS
0
0
1
0
0001232602
TRAUB KENNETH H
90 NASSAU STREET
SUITE 500
PRINCETON
NJ
08542
0
0
0
1
See Explanation of Reponses
Common Stock, $0.01 par value
2015-02-27
4
P
0
786112
3.0275
A
4630795
I
By Raging Capital Master Fund, Ltd.
7.0% Convertible Notes due December 15, 2017
10.28
2015-03-02
4
P
0
1100000
707195
A
2017-12-15
Common Stock, $0.01 par value
106962
1200000
I
By Raging Capital Master Fund, Ltd.
7.0% Convertible Notes due December 15, 2017
10.28
2015-03-03
4
P
0
3000000
1989005
A
2017-12-15
Common Stock, $0.01 par value
291715
4200000
I
By Raging Capital Master Fund, Ltd.
This Form 4 is filed jointly by Raging Capital Master Fund, Ltd. ("Raging Master"), Raging Capital Management, LLC ("Raging Capital"), William C. Martin and Kenneth H. Traub (collectively, the "Reporting Persons"). 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 CommonStock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Represents securities owned directly by Raging Master. As the Investment Manager of Raging Master, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Master. As the Managing Member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Master.
On January 22, 2015, Raging Capital entered into an oral understanding with Kenneth H. Traub pursuant to which it agreed to pay him 30% of the Incentive Allocation, attributable solely to the performance of Raging Master's investment in shares of Common Stock of the Issuer, that is earned by Raging Capital at the end of any given year if Mr. Traub is elected or appointed to the Board of Directors of the Issuer. Accordingly, Mr. Traub may be deemed to have a pecuniary interest in these shares of Common Stock.
Holders may convert their Convertible Notes at their option on any day prior to the close of business on the trading day immediately preceding June 15, 2017 under the following circumstances: (1) during the five business-day period after any five consecutive trading-day period (the "measurement period") in which the trading price per note for each day of that measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the applicable conversion rate on each such day;
(continued from prior footnote) (2) during any calendar quarter after the calendar quarter ended December 31, 2011, if the last reported sale price of the Common Stock for 20 or more trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or greater than 130% of the applicable conversion price in effect for each applicable trading day; (3) upon the occurrence of specified corporate events, including certain dividends and distributions; or (4) if the Issuer calls the Convertible Notes for redemption on or after December 20, 2015. The Convertible Notes will be convertible, regardless of the foregoing circumstances, at any time from, and including, June 15, 2017 through the second trading day immediately preceding the maturity date.
By: /s/ Frederick C. Wasch as attorney-in-fact for William C. Martin
2015-03-03
By: Raging Capital Management, LLC, By: /s/ Frederick C. Wasch, Chief Financial Officer
2015-03-03
By: Raging Capital Master Fund, Ltd., By: Raging Capital Management, LLC, Investment Manager, By: /s/ Frederick C. Wasch, Chief Financial Officer
2015-03-03
By: /s/ Frederick C. Wasch as attorney-in-fact for Kenneth H. Traub
2015-03-03