Sec Form 4 Filing - Anson Funds Management LP @ SCHOOL SPECIALTY INC - 2016-11-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Anson Funds Management LP
2. Issuer Name and Ticker or Trading Symbol
SCHOOL SPECIALTY INC [ SCOO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5950 BERKSHIRE LANE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2016
(Street)
DALLAS, TX75225
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 11/22/2016 P 71,083 A $ 87 184,645 ( 1 ) I See Footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anson Funds Management LP
5950 BERKSHIRE LANE
SUITE 210
DALLAS, TX75225
X
Anson Advisors Inc.
111 PETER STREET
SUITE 904
TORONTO, A6M5V 2H1
X
Spears Adam
111 PETER STREET
SUITE 904
TORONTO, A6M5V 2H1
X
Kassam Moez
111 PETER STREET
SUITE 904
TORONTO, A6M5V 2H1
X
Anson Management GP LLC
5950 BERKSHIRE LANE
SUITE 210
DALLAS, TX75225
X
Winson Bruce Ross
5950 BERKSHIRE LANE
SUITE 210
DALLAS, TX75225
X
Signatures
/s/ Bruce R. Winson, manager of Anson Management GP LLC, general partner of Anson Funds Management LP 11/25/2016
Signature of Reporting Person Date
/s/ Bruce R. Winson, manager of Anson Management GP LLC 11/25/2016
Signature of Reporting Person Date
/s/ Bruce R. Winson 11/25/2016
Signature of Reporting Person Date
/s/ Adam Spears, director of Anson Advisors Inc. 11/25/2016
Signature of Reporting Person Date
/s/ Adam Spears 11/25/2016
Signature of Reporting Person Date
/s/ Moez Kassam 11/25/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The filing of this Form 4 shall not be construed as an admission that Anson Funds Management LP ("Anson"), Anson Management GP LLC, the general partner of Anson ("Anson GP"), Bruce R. Winson, the manager of Anson GP, Anson Advisors Inc. ("Anson Advisors"), Adam Spears, a director of Anson Advisors, or Moez Kassam, a director of Anson Advisors, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.001 par value (the "Common Stock"), of School Specialty, Inc. (the "Issuer") purchased by private investment funds advised by Anson and Anson Advisors (the "Funds"). Pursuant to Rule 16a-1, all of Anson, Anson GP, Mr. Winson, Anson Advisors, Mr. Spears and Mr. Kassam disclaim such beneficial ownership.
( 2 )Anson and Anson Advisors hold indirectly 184,645 shares of Common Stock of the Issuer through the Funds, for which Anson and Anson Advisors are the Investment Advisors. Anson GP and Bruce R. Winson report the Common Stock held indirectly by the Funds because, as the general partner of Anson and the manager of Anson GP, respectively, at the time of purchase, they controlled the disposition and voting of the securities. Mr. Spears and Mr. Kassam report the Common Stock held indirectly by the Funds because, as the directors of Anson Advisors, at the time of purchase, they controlled the disposition and voting of the securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.