Sec Form 4 Filing - Edgar Marec Elden @ CASTLE A M & CO - 2017-08-31

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 Edgar Marec Elden 2. Issuer Name and Ticker or Trading Symbol CASTLE A M & CO [ CASLQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GC, Sec & Chief Admin Off (Last) (First) (Middle) 1420 KENSINGTON ROAD, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2017 (Street) OAK BROOK, IL60523 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 08/31/2017 J( 1 ) 8,443 ( 2 ) D $ 0 ( 2 ) 0 ( 2 ) D Common Stock 08/31/2017 A 320,861 ( 3 ) A $ 0 320,861 D Common Stock 08/31/2017 A 104 ( 4 ) A $ 0 320,965 D

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 Convertible Notes $ 3.77 08/31/2017 A 08/31/2017 08/31/2022 Common Stock 117,823 $ 0 $ 444,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Edgar Marec Elden 1420 KENSINGTON ROAD SUITE 220 OAK BROOK, IL60523 EVP, GC, Sec & Chief Admin Off Signatures /s/ Marec E. Edgar 09/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 19, 2017, the Issuer and certain of its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). On August 2, 2017, the Bankruptcy Court entered an order confirming the Debtors' prepackaged joint plan of reorganization, dated as of July 25, 2017 (as amended and supplemented from time to time, the "Plan"), and on August 31, 2017 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. ( 2 )On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share (the "Old Common Stock"), and all options to purchase such Old Common Stock and all unvested restricted stock units with respect to such Old Common Stock, were cancelled and extinguished. The Reporting Person owned 11,454 unvested restricted stock units and 229,273 unexercised stock options that were cancelled pursuant to the Plan. ( 3 )Represents restricted stock granted by the Issuer pursuant to the A.M. Castle & Co. Management Incentive Plan. The restricted stock vests in full on August 31, 2020. ( 4 )New shares of the Issuer's common stock, par value $0.01 (the "New Shares"), were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date under the Plan. The Reporting Person received 0.1231 New Shares for every share of Old Common Stock held by the Reporting Person on the Effective Date. The receipt of New Shares was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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