Sec Form 4 Filing - STEEL PARTNERS HOLDINGS L.P. @ Steel Connect, Inc. - 2023-03-09

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 STEEL PARTNERS HOLDINGS L.P. 2. Issuer Name and Ticker or Trading Symbol Steel Connect, Inc. [ STCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 590 MADISON AVENUE, 32ND FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2023 (Street) NEW YORK, NY10022 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

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 7.50% Convertible Senior Note due March 1, 2024 ( 1 ) $ 2.37 ( 3 ) 03/09/2023 D( 4 ) ( 3 ) 03/01/2024 Common Stock, par value $0.01 6,293,706 ( 3 ) $ 14,940,000 0 I ( 2 ) By WebFinancial Holding Corporation 7.50% Convertible Senior Note due September 1, 2024 ( 1 ) $ 2.37 ( 3 ) 03/09/2023 A( 4 ) ( 3 ) 09/01/2024 Common Stock, par value $0.01 5,872,441 ( 3 ) $ 13,940,000 $ 13,940,000 I ( 2 ) By WebFinancial Holding Corporation

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 X X SPH Group LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 X X WebFinancial Holding Corp 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 X X Steel Partners Holdings GP Inc. C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 X X Signatures By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ Jason Wong, Chief Financial Officer 03/13/2023 Signature of Reporting Person Date By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: /s/ Jason Wong, Chief Financial Officer 03/13/2023 Signature of Reporting Person Date By: WebFinancial Holding Corporation, By: /s/ Jason Wong, Chief Financial Officer 03/13/2023 Signature of Reporting Person Date By: Steel Partners Holdings GP Inc., By: /s/ Jason Wong, Chief Financial Officer 03/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), WebFinancial Holding Corporation ("WebFinancial") and Steel Partners Holdings GP Inc. ("Steel Holdings GP") (collectively, the "Reporting Persons"). Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the owner of 100% of the outstanding shares of common stock of WebFinancial. Steel Holdings GP is the general partner of Steel Holdings and the managing member of SPHG. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Section 13(d) Group"). ( 2 )Represents securities owned directly by WebFinancial. By virtue of their relationships with WebFinancial discussed in Footnote 1, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the securities owned directly by WebFinancial. Each of Steel Holdings, SPHG and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by WebFinancial. ( 3 )WebFinancial owns $13,940,000 principal amount of the Issuer's 7.50% Convertible Senior Notes due September 1, 2024 (the "2024 Notes"). Under the terms of the 2024 Notes, each $1,000 of principal of the 2024 Notes will initially be convertible into 421.2655 shares of Common Stock, which is equivalent to an initial conversion price of approximately $2.37 per share, subject to adjustment upon the occurrence of certain events, or, if the Issuer obtains the required consent from its stockholders, into shares, cash or a combination of cash and shares, at the Issuer's election. ( 4 )The 2024 Notes were issued in February 2019 in the aggregate principal amount of $14,940,000. On March 9, 2023, the 2024 Notes were amended to extend the maturity date from March 1, 2024 to September 1, 2024.

Remarks: Each of Steel Holdings, SPHG, WebFinancial, Steel Holdings GP and the other members of the Section 13(d) Group may be deemed a director by deputization due to their relationship with certain of the directors on the board of directors of the Issuer.

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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