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