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.
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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Ryerson Holding Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
783754104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 783754104 | Schedule 13G | Page 1 of 15 |
| 1 |
Names of Reporting Persons
Platinum Equity, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 783754104 | Schedule 13G | Page 2 of 15 |
| 1 |
Names of Reporting Persons
Platinum Equity Investment Holdings, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 783754104 | Schedule 13G | Page 3 of 15 |
| 1 |
Names of Reporting Persons
Platinum Equity Investment Holdings IC (Cayman), LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 783754104 | Schedule 13G | Page 4 of 15 |
| 1 |
Names of Reporting Persons
Platinum Equity InvestCo, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
PN |
| CUSIP No. 783754104 | Schedule 13G | Page 5 of 15 |
| 1 |
Names of Reporting Persons
Platinum Equity Investment Holdings II, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 783754104 | Schedule 13G | Page 6 of 15 |
| 1 |
Names of Reporting Persons
Platinum Equity Partners II, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 783754104 | Schedule 13G | Page 7 of 15 |
| 1 |
Names of Reporting Persons
RYPS, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 783754104 | Schedule 13G | Page 8 of 15 |
| 1 |
Names of Reporting Persons
Tom Gores | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
15,924,478 | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
15,924,478 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,924,478 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable |
| 11 |
Percent of Class Represented by Amount in Row 9
43.0% |
| 12 |
Type of Reporting Person
IN |
| CUSIP No. 783754104 | Schedule 13G | Page 9 of 15 |
| ITEM 1. | (a) | Name of Issuer: |
Ryerson Holding Corporation (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
227 W. Monroe St., 27th Floor, Chicago, IL 60606
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Platinum Equity, LLC
Platinum Equity Investment Holdings, LLC
Platinum Equity Investment Holdings IC (Cayman), LLC
Platinum Equity InvestCo, L.P.
Platinum Equity Investment Holdings II, LLC
Platinum Equity Partners II, LLC
RYPS, LLC
Tom Gores
| (b) | Address or Principal Business Office: |
The principal business address of each of the Reporting Persons is 360 North Crescent Drive, Beverly Hills, CA 90210.
| (c) | Citizenship of each Reporting Person is: |
Platinum Equity InvestCo, L.P. is organized under the laws of the Cayman Islands. Tom Gores is a citizen of the United States. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.01 per share (“Common Stock”).
| CUSIP No. 783754104 | Schedule 13G | Page 10 of 15 |
| (e) | CUSIP Number: |
783754104
| ITEM | 3. |
Not applicable.
| CUSIP No. 783754104 | Schedule 13G | Page 11 of 15 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2022, based upon 37,012,876 shares of Common Stock outstanding as of October 31, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Platinum Equity, LLC | 15,924,478 | 43.0 | % | 0 | 15,924,478 | 0 | 15,924,478 | |||||||||||||||||
| Platinum Equity Investment Holdings, LLC | 15,924,478 | 43.0 | % | 0 | 15,924,478 | 0 | 15,924,478 | |||||||||||||||||
| Platinum Equity Investment Holdings IC (Cayman), LLC | 15,924,478 | 43.0 | % | 0 | 15,924,478 | 0 | 15,924,478 | |||||||||||||||||
| Platinum Equity InvestCo, L.P. | 15,924,478 | 43.0 | % | 0 | 15,924,478 | 0 | 15,924,478 | |||||||||||||||||
| Platinum Equity Investment Holdings II, LLC | 15,924,478 | 43.0 | % | 0 | 15,924,478 | 0 | 15,924,478 | |||||||||||||||||
| Platinum Equity Partners II, LLC | 15,924,478 | 43.0 | % | 0 | 15,924,47 8 | 0 | 15,924,478 | |||||||||||||||||
| RYPS, LLC | 15,924,478 | 43.0 | % | 0 | 15,924,478 | 0 | 15,924,478 | |||||||||||||||||
| Tom Gores | 15,924,478 | 43.0 | % | 0 | 15,924,478 | 0 | 15,924,478 | |||||||||||||||||
RYPS, LLC is the record holder of the securities reported herein.
Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings II, LLC, which is the senior managing member of Platinum Equity Partners II, LLC, which is the general partner of members controlling a majority of the membership interest of RYPS, LLC. By virtue of these relationships, each of these entities and Mr. Gores may be deemed to share beneficial ownership of the securities held of record by RYPS, LLC.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| CUSIP No. 783754104 | Schedule 13G | Page 12 of 15 |
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 783754104 | Schedule 13G | Page 13 of 15 |
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.
Date: February 9, 2023
| Platinum Equity, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| Platinum Equity Investment Holdings, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Secretary | |
| Platinum Equity Investment Holdings IC (Cayman), LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity InvestCo, L.P. | ||
| By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity Investment Holdings II, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Secretary | |
| Platinum Equity Partners II, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Secretary | |
| CUSIP No. 783754104 | Schedule 13G | Page 14 of 15 |
| RYPS, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Tom Gores | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Attorney-in-Fact | |
| CUSIP No. 783754104 | Schedule 13G | Page 15 of 15 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 24 | Power of Attorney (previously filed). |
| 99 | Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 9, 2023.
| Platinum Equity, LLC | ||
| 0; | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| Platinum Equity Investment Holdings, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Secretary | |
| Platinum Equity Investment Holdings IC (Cayman), LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity InvestCo, L.P. | ||
| By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity Investment Holdings II, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Secretary | |
| Platinum Equity Partners II, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Secretary | |
| RYPS, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Tom Gores | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Attorney-in-Fact | |