Schedule 13D (Amendment No. 3)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

A.M. CASTLE & CO.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

148411101

(CUSIP Number)

Stone House Capital Management, LLC

Attn: Mark Cohen

950 Third Avenue, 17th Floor

New York, NY 10022

(212) 543-1500

with a copy to:

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 18, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 148411101  

 

  1.   

Names of reporting persons

 

Stone House Capital Management, LLC

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    AF

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    4,000,000

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    4,000,000

11.  

Aggregate amount beneficially owned by each reporting person

 

    4,000,000

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    16.8% (1)

14.  

Type of reporting person (see instructions)

 

    OO, IA

 

(1) Based on 23,777,280 shares of Common Stock of the Issuer outstanding as of July 31, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 that was filed by the Issuer with the Securities and Exchange Commission on August 6, 2015.


CUSIP No. 148411101  

 

  1.   

Names of reporting persons

 

SH Capital Partners, L.P.

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    WC

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

    4,000,000

     8.   

Shared voting power

 

    0

     9.   

Sole dispositive power

 

    4,000,000

   10.   

Shared dispositive power

 

    0

11.  

Aggregate amount beneficially owned by each reporting person

 

    4,000,000

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    16.8% (1)

14.  

Type of reporting person (see instructions)

 

    PN

 

(1) Based on 23,777,280 shares of Common Stock of the Issuer outstanding as of July 31, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 that was filed by the Issuer with the Securities and Exchange Commission on August 6, 2015.


CUSIP No. 148411101  

 

  1.   

Names of reporting persons

 

Mark Cohen

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    AF

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    4,000,000

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    4,000,000

11.  

Aggregate amount beneficially owned by each reporting person

 

    4,000,000

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    16.8% (1)

14.  

Type of reporting person (see instructions)

 

    IN, HC

 

(1) Based on 23,777,280 shares of Common Stock of the Issuer outstanding as of July 31, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 that was filed by the Issuer with the Securities and Exchange Commission on August 6, 2015.


This Amendment No. 3 to Schedule 13D is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D relating to shares of common stock (the “Common Stock”) of A.M. Castle & Co., a Maryland corporation (the “Issuer”) previously filed by the Reporting Persons with the Securities and Exchange Commission (as amended, the “Schedule 13D”). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or other Consideration

Item 3 of the Schedule 13D is hereby supplemented as follows:

“In open market purchases between August 17, 2015 and August 19, 2015, Partners expended an aggregate of approximately $2,128,456.24 (including commissions) to acquire an additional 650,000 shares of Common Stock of the Issuer. Funds used to acquire these additional shares of Common Stock of the Issuer have come from general working capital of Partners.”

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

 

  (b) Number of shares as to which each Reporting Person has:

 

  (i) sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

  (ii) shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

 

  (iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

  (iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

Partners is the record and direct beneficial owners of the securities covered by this Schedule 13D. Partners has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock of the Issuer owned by it (collectively, the “Partners Shares”).


As general partner of Partners, Stone House may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Partners Shares. Stone House does not own any shares of Common Stock of the Issuer directly and disclaims beneficial ownership of the Partners Shares.

As the managing member of Stone House, Mr. Cohen may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock of the Issuer beneficially owned by Stone House. Mr. Cohen does not own any shares of Common Stock of the Issuer directly, and Mr. Cohen disclaims beneficial ownership of any shares of Common Stock of the Issuer beneficially owned by Stone House.

As of the time of filing, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:

 

Transaction

Date

  

Effecting

Person(s)

   Shares
Acquired
     Shares
Disposed
   Price
Per Share
    

Description

of Transaction

08/17/2015

   SH Capital Partners, L.P.      150,000          $ 3.32       Open Market Purchase

08/18/2015

   SH Capital Partners, L.P.      314,307          $ 3.27       Open Market Purchase

08/19/2015

   SH Capital Partners, L.P.      185,693          $ 3.25       Open Market Purchase

(d) Not applicable.

(e) Not applicable.”


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Date: August 19, 2015     STONE HOUSE CAPITAL MANAGEMENT, LLC
      By:  

/s/ Mark Cohen

      Name:   Mark Cohen
      Title:   Managing Member
      SH CAPITAL PARTNERS, L.P.
      By:   Stone House Capital Management, LLC
      Its:   General Partner
      By:  

/s/ Mark Cohen

      Name:   Mark Cohen
      Title:   Managing Member
      MARK COHEN
     

/s/ Mark Cohen