Statement of Changes in Beneficial Ownership (4)
January 18 2018 - 5:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mill Road Capital II, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
SCHOOL SPECIALTY INC
[
SCOO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
382 GREENWICH AVENUE, SUITE ONE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2018
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.001 par value
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1487887
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D
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Rights
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$18.57
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1/17/2018
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J
(2)
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38500
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(3)
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1/17/2028
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Common Stock
(4)
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38500
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$0.00
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38500
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I
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See footnote
(2)
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Explanation of Responses:
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(1)
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The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
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(2)
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Represents the Reporting Persons' acquisition of an indirect pecuniary interest in SARs granted by the issuer to Mr. Scharfman in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported SARs and, accordingly, Mr. Scharfman has no direct pecuniary interest in such SARs. Each of the Reporting Persons disclaims beneficial ownership of such SARs except to the extent of his or its pecuniary interest therein, if any.
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(3)
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The Stock Appreciation Rights ("SARs") will vest as to one-half of the SARs on the second anniversary of the date of grant and as to one-fourth of the SARs on each of the third and fourth anniversaries of the date of grant.
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(4)
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The SARs will be settled in cash upon exercise.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Mill Road Capital II, L.P.
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT 06830
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X
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Mill Road Capital II GP LLC
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT 06830
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X
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LYNCH THOMAS E
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT 06830
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X
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Scharfman Scott
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT 06830
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X
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X
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Signatures
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/s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P.
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1/18/2018
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**
Signature of Reporting Person
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Date
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/s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital II GP LLC
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1/18/2018
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**
Signature of Reporting Person
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Date
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/s/ Scott P. Scharfman on behalf of Thomas E. Lynch by power of attorney
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1/18/2018
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**
Signature of Reporting Person
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Date
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/s/ Scott P. Scharfman
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1/18/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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