This Amendment No. 3 (this "Amendment") to Schedule 13G (the "Schedule 13G") is being filed on behalf of Anson Funds Management LP, a Texas limited partnership ("Anson"), Anson Management GP LLC, a Texas limited liability company ("Anson GP"), Mr. Bruce R. Winson, the principal of Anson and Anson GP, Anson Advisors Inc., an Ontario, Canada corporation ("Anson Advisors"), Mr. Adam Spears, a director of Anson Advisors, and Mr. Moez Kassam, a director of Anson Advisors, relating to Common Stock, $0.001 par value (the "Common Stock") of School Specialty, Inc. a Delaware corporation (the "Issuer").
This Amendment relates to shares of Common Stock of the Issuer purchased by private funds to which Anson and Anson Advisors serve as co-investment advisors (the "Funds"). Anson and Anson Advisors serve as co-investment advisors to the Funds and may direct the vote and disposition of the 184,645 shares of Common Stock held by the Funds. As the general partner of Anson, Anson GP may direct the vote and disposition of the 184,645 shares of Common Stock held by the Funds. As the principal of Anson and Anson GP, Mr. Winson may direct the vote and disposition of the 184,645 shares of Common Stock held by the Funds. As directors of Anson Advisors, Mr. Kassam and Mr. Spears may each direct the vote and disposition of the 184,645 shares of Common Stock held by the Funds.
This Amendment amends and restates the Schedule 13G as set forth below.
Anson is a limited partnership organized under the laws of the State of Texas. Anson GP is a limited liability company organized under the laws of the State of Texas. Mr. Winson is a United States citizen. Anson Advisors is a corporation organized under the laws of Ontario, Canada. Mr. Spears and Mr. Kassam are each Canadian citizens.
Common Stock, $0.001 par value (the "Common Stock").
(a) Anson, Anson GP, Mr. Winson, Anson Advisors, Mr. Spears and Mr. Kassam are the beneficial owners of 184,645 shares of Common Stock held by the Funds.
(b) Anson, Anson GP, Mr. Winson, Anson Advisors, Mr. Spears and Mr. Kassam are the beneficial owners of 18.5% of the outstanding shares of Common Stock. This percentage is determined by dividing 184,645 by 1,000,004, the number of shares of Common Stock issued and outstanding as of November 1, 2016, as reported in the Issuer's Form 10-Q filed on November 1, 2016.
(c) Anson and Anson Advisors, as the co-investment advisors to the Funds, may direct the vote and disposition the 184,645 shares of Common Stock held by the Funds. Anson GP, as the general partner of Anson, may direct the vote and disposition the 184,645 shares of Common Stock held by the Funds. As the principal of Anson and Anson GP, Mr. Winson may direct the vote and disposition of the 184,645 shares of Common Stock held by the Funds. Mr. Spears and Mr. Kassam, each as a director of Anson Advisors, may direct the vote and disposition the 184,645 shares of Common Stock held by the Funds.