Sec Form 4 Filing - Mill Road Capital II, L.P. @ SCHOOL SPECIALTY INC - 2019-09-24

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

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1. Name and Address of Reporting Person Mill Road Capital II, L.P. 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) 382 GREENWICH AVENUE, SUITE ONE 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2019 (Street) GREENWICH, CT06830 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 09/24/2019 J( 1 ) 3,870 A $ 0 3,870 I See footnote ( 1 ) Common Stock, $0.001 par value 2,423,516 D ( 2 ) Common Stock, $0.001 par value 6,865 I See footnote ( 3 ) Common Stock, $0.001 par value 3,870 I See footnote ( 3 )

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 Ind irect (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 Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X Yanagi Eric 400 OYSTER POINT BOULEVARD SUITE 526 SOUTH SAN FRANCISCO, CA94080 X X Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X LYNCH THOMAS E 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X Jacobs Justin 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X X Signatures /s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 10/02/2019 Signature of Reporting Person Date /s/ Eric Yanagi 10/02/2019 Signature of Reporting Person Date /s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital II GP LLC 10/02/2019 Signature of Reporting Person Date /s/ Justin C. Jacobs on behalf of Thomas E. Lynch by power of attorney 10/02/2019 Signature of Reporting Person Date /s/ Justin C. Jacobs 10/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units ("RSUs") granted by the issuer to Mr. Yanagi in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors, in which the Reporting Persons may have an indirect pecuniary interest. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC (the "Management Company"), an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Yanagi has no direct pecuniary interest in such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. ( 2 )The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Mr. Lynch is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. ( 3 )Represents RSUs (or shares issued upon the vesting thereof) granted by the issuer as director compensation, in which the Reporting Persons may have an indirect pecuniary interest. The Management Company has the right to receive the economic benefit of the reported shares pursuant to a contractual obligation with the holder of such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

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).

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