Sec Form 13D Filing - Zekelman Industries Inc. filing for Algoma Steel Group Inc. (ASTL) - 2024-07-31

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 disclosures provided in a prior cover page.

 NAMES OF REPORTING PERSONS

 Zekelman Industries, Inc.

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 WC

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 5,229,988

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 5,229,988

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 5,229,988

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 5.02% ⁽¹⁾

 TYPE OF REPORTING PERSON (See Instructions)

 CO

Based on 104,103,072 common shares outstanding as of March 31, 2024, as reported on the Issuer’s Annual Report on Form 40-F, filed on June 21, 2024.

 NAMES OF REPORTING PERSONS

 Atlas Tube Canada ULC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (See Instructions)

 WC

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Canada

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 5,229,988

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 5,229,988

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 5,229,988

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 5.02% ⁽¹⁾

 TYPE OF REPORTING PERSON (See Instructions)

 OO

Based on 104,103,072 common shares outstanding as of March 31, 2024, as reported on the Issuer’s Annual Report on Form 40-F, filed on June 21, 2024.

This Schedule 13D is being jointly filed by: (i) Zekelman Industries, Inc., a Delaware corporation (“Zekelman Industries”); and (ii) Atlas Tube Canada ULC, an Alberta unlimited liability corporation (“Atlas Tube”, and together with Zekelman, the “Reporting Persons”). The executive officers and directors of each Reporting Person are set forth on Schedule A and incorporated herein by reference.

The principal business address of: (i) Zekelman Industries is 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606; (ii) Atlas Tube is 200 Clark St, Harrow, Ontario N0R 1G0, Canada; and (iii) each other person identified in Item 2(a) is set forth on Schedule A.

The Reporting Persons are a North American manufacturer of industrial steel pipe and tube products. Atlas Tube is an indirect operating subsidiary of Zekelman Industries. Each of the other persons identified in Item 2(a) are employed by and/or serve as a director of the Reporting Person(s) and their primary occupation is the position at the Reporting Person(s) as set forth on Schedule A, unless otherwise indicated thereon.

During the last five years, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons identified in Item 2(a) have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The citizenship of each natural person identified in Item 2(a) is set forth on Schedule A.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D (including the footnotes thereto) is incorporated herein by reference.

The transactions in securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated herein by reference. Each such transaction was effected directly by Atlas Tube.

No person other than the Reporting Persons, or the shareholders or affiliates of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Common Shares of the Issuer beneficially owned by the Reporting Persons.

Not applicable.

Name

Name

Position

Principal Business Address

Citizenship

Director

Executive Chairman and Chief Executive Officer

3363 Tecumseh Rd E

Windsor ON N8W 1H4 Canada

Clayton Zekelman’s principal occupation is President of MNSi Telecom.

Armand Lauzon, Jr., and his wife beneficially own 120,500 Common Shares of the Issuer, which were acquired for general investment purposes with personal funds in open market transactions. Mr. Lauzon, Jr., also serves on the board of directors or as an advisor for various other companies.

Name

Position

Principal Business Address

Citizenship

Director

President and Chief Executive Officer

Director

Vice President and Treasurer

Director

Vice President and Secretary

Nature of

Transaction ⁽¹⁾

Buy

Buy

Buy

Buy

Buy

Buy

Buy

Buy

Buy

The transactions in U.S. dollars (“USD”) were open market transactions effected on the Nasdaq Stock Market. The transactions in Canadian dollars (“CAD”) were open market transactions effected on the Toronto Stock Exchange or other Canadian exchanges.

Each price reported in this column is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in the footnotes below.

These shares were purchased in multiple transactions at prices ranging from $8.465 to $8.60, inclusive.

These shares were purchased in multiple transactions at prices ranging from $11.5431 (CAD) to $11.815 (CAD), inclusive.

These shares were purchased in multiple transactions at prices ranging from $8.49 to $8.75, inclusive.

These shares were purchased in multiple transactions at prices ranging from $11.72 (CAD) to $12.00 (CAD), inclusive.

These shares were purchased in multiple transactions at prices ranging from $8.52 to $8.70, inclusive.

These shares were purchased in multiple transactions at prices ranging from $8.75 to $8.88, inclusive.

These shares were purchased in multiple transactions at prices ranging from $8.58 to $8.83, inclusive.

These shares were purchased in multiple transactions at prices ranging from $8.4978 to $8.795, inclusive.

These shares were purchased in multiple transactions at prices ranging from $12.135 (CAD) to $12.1426 (CAD), inclusive.