UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
5.00% / 7.00% Convertible Senior Secured Notes due 2022 | Â (3) | Â (3) | Common Stock | 2,249,528 (4) | $ (4) | I | See Footnotes (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WOLVERINE ASSET MANAGEMENT LLC 175 W. JACKSON BLVD., SUITE 340 CHICAGO, IL 60604 |
 |  X |  |  |
Wolverine Holdings, L.P. 175 W. JACKSON BLVD., SUITE 340 CHICAGO, IL 60604 |
 |  X |  |  |
Wolverine Trading Partners, Inc. 175 W. JACKSON BLVD., SUITE 340 CHICAGO, IL 60604 |
 |  X |  |  |
Gust Christopher 175 W. JACKSON BLVD., SUITE 340 CHICAGO, IL 60604 |
 |  X |  |  |
Bellick Robert 175 W. JACKSON BLVD., SUITE 340 CHICAGO, IL 60604 |
 |  X |  |  |
/s/ Niraj Patel | 09/11/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These securities are directly owned by Wolverine Flagship Fund Trading Limited ("Flagship Fund"), a private investment fund managed by Wolverine Asset Management, LLC ("WAM"). The sole member and manager of WAM is Wolverine Holdings, L.P. ("WH"), of which the general partner is Wolverine Trading Partners, Inc. ("WTP"). Robert Bellick and Christopher Gust may be deemed to control WTP. |
(2) | The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. |
(3) | The Issuer's 5.00% / 7.00% Convertible Senior Secured PIK Toggle Notes due 2022 (the "Convertible Notes") are convertible at the election of the holder at any time prior to the close of business on the trading day immediately preceding August 31, 2022, the maturity date for the Convertible Notes. |
(4) | Upon conversion of the Convertible Notes, the settlement of the conversion right may, at the option of the A.M. Castle & Co. (the "Issuer"), be in the form of shares of common stock, par value $0.01 per share ("Common Stock"), cash or a combination of cash and shares of Common Stock. The reporting persons disclaim beneficial ownership of any shares of Common Stock that they might receive upon conversion of the Convertible Notes. The Convertible Notes are convertible into shares of Common Stock at an initial conversion rate of 0.2654 shares of Common Stock per $1.00 principal amount of Convertible Notes (subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes). |