Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Steelcase Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
858155203 (CUSIP Number) |
STEVEN BRADFORD 600 EAST SECOND STREET, MUSCATINE, IA, 52761 (563) 272-7400 JAMES DOUGHERTY DAVIS POLK & WARDWELL LLP, 450 LEXINGTON AVENUE NEW YORK, NY, 10017 (212) 450-4000 SHANU BAJAJ DAVIS POLK & WARDWELL LLP, 450 LEXINGTON AVENUE NEW YORK, NY, 10017 (212) 450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2025 (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.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 858155203 |
| 1 |
Name of reporting person
HNI Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
IOWA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Amendment No. 1 (this "Amendment") amends and supplements the initial statement on Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission on August 8, 2025 relating to the Class A Common Stock of Steelcase Inc., a Michigan corporation (the "Original Schedule 13D", as further amended and supplemented by this Amendment, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
Steelcase Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
901 44th Street SE, Grand Rapids,
MICHIGAN
, 49508. |
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following: On December 10, 2025, pursuant to the Merger Agreement, (i) Merger Sub Inc. merged with and into the Company, whereupon the separate existence of Merger Sub Inc. ceased, and the Company continued as the surviving corporation of the First Merger as a wholly owned subsidiary of the Reporting Person and (ii) immediately after the First Merger, the Company merged with and into Merger Sub LLC, whereupon the separate existence of the Company ceased, and Steelcase LLC continued as the surviving entity of the Second Merger and a direct, wholly owned subsidiary of the Reporting Person. On December 11, 2025, Steelcase LLC converted from a Michigan limited liability company to Steelcase Inc., a Michigan corporation (the "Steelcase Conversion"). As a result of the First Merger, each issued and outstanding share of Common Stock held by the Voting Parties was automatically canceled and retired and converted into the right to receive, at the shareholder's election and subject to automatic adjustment, either: (i) Mixed Consideration, (ii) Cash Consideration or (iii) Stock Consideration. As of the First Effective Time, the Voting Agreements terminated. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated its entirety as follows: (a) The Reporting Person beneficially owns 100 shares of the common stock of Issuer, or 100% of Issuer's outstanding shares of common stock. |
| (b) | The Reporting Person beneficially owns 100 shares of the common stock of Issuer, or 100% of Issuer's outstanding shares of common stock. |
| (c) | The description of the First Merger, Second Merger and the Steelcase Conversion set forth in Item 4 is hereby incorporated by reference. |
| (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.
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