| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STCN | Common Stock, $0.01 par value | Disposed to Issuer | -68.9K | -100% | 0 | Jan 2, 2025 | Direct | F1, F2, F3, F4 |
Jeffrey S. Wald is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On January 2, 2025, Steel Excel Sub I, LLC ("Merger Sub") merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Steel Partners Holdings L.P. (the "Merger"). |
| F2 | At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock (the "Shares") issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by Merger Sub, the Issuer or any of the Issuer's wholly owned subsidiaries (the "Excluded Shares") and (B) Shares held by stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law (the "Dissenting Shares")), was cancelled and automatically converted into the right to receive (i) cash consideration equal to $11.45 per Share (the "Per Share Cash Merger Consideration") and (ii) one Reith CVR per Share (together with the Per Share Cash Merger Consideration, the "Per Share Merger Consideration"). |
| F3 | Includes 7,150 shares of restricted stock (each a "Restricted Share") issued by the Issuer pursuant to, or otherwise governed by, any Issuer equity plan, that were outstanding immediately prior to the Effective Time. At the Effective Time, each Restricted Share became fully vested, and subject to any applicable tax withholding on such acceleration, and, subject to the terms of the CVR Agreement, each holder of a Restricted Share received the Per Share Merger Consideration. |
| F4 | The officers and directors of the Issuer have waived any right to receive any portion of the Reith Net Litigation Proceeds with respect to any Reith CVR received in the Merger. |