SEC Form SC 13G filed by Schnitzer Steel Industries Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Schnitzer Steel Industries, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
806882106
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
This Schedule is filed pursuant to Rule 13d-1(b)
The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) 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.
CUSIP NO. 806882106
| 1) |
Name of Reporting Person Ameriprise Financial, Inc.
S.S. or I.R.S. Identification No. of Above Person IRS No. 13-3180631 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 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
1,640,324 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,640,789 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,640,789 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.93% | |||||
| 12) | Type of Reporting Person
HC | |||||
CUSIP NO. 806882106
| 1) |
Name of Reporting Person
TAM UK International Holdings Limited | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
1,495,072 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,495,072 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,495,072 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.41% | |||||
| 12) | Type of Reporting Person
FI | |||||
CUSIP NO. 806882106
| 1) |
Name of Reporting Person
Threadneedle Holdings Limited | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
1,495,072 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,495,072 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,495,072 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.41% | |||||
| 12) | Type of Reporting Person
FI | |||||
CUSIP NO. 806882106
| 1) |
Name of Reporting Person
TAM UK Holdings Limited | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
1,495,072 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,495,072 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,495,072 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.41% | |||||
| 12) | Type of Reporting Person
FI | |||||
CUSIP NO. 806882106
| 1) |
Name of Reporting Person
Threadneedle Asset Management Holdings Limited | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
1,495,072 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,495,072 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,495,072 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.41% | |||||
| 12) | Type of Reporting Person
FI | |||||
CUSIP NO. 806882106
| 1) |
Name of Reporting Person
TC Financing Ltd | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
1,495,072 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,495,072 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,495,072 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.41% | |||||
| 12) | Type of Reporting Person
FI | |||||
CUSIP NO. 806882106
| 1) |
Name of Reporting Person
Threadneedle Asset Management Limited | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
1,495,072 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,495,072 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,495,072 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.41% | |||||
| 12) | Type of Reporting Person
FI | |||||
CUSIP NO. 806882106
| 1) |
Name of Reporting Person
Threadneedle Investment Services Limited | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
1,495,072 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
1,495,072 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,495,072 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) | Percent of Class Represented by Amount In Row (9)
5.41% | |||||
| 12) | Type of Reporting Person
FI | |||||
| 1(a) | Name of Issuer: | Schnitzer Steel Industries, Inc. | ||
| 1(b) | Address of Issuer’s Principal | 299 SW Clay Street, Suite 400 | ||
| Executive Offices: | Portland, Oregon 97201 | |||
| 2(a) | Name of Person Filing: | (a) Ameriprise Financial, Inc. (“AFI”) | ||
| (b) TAM UK International Holdings Limited (“TAMUKI”) | ||||
| (c) Threadneedle Holdings Limited (“THL”) | ||||
| (d) TAM UK Holdings Limited (“TUHL”) | ||||
| (e) Threadneedle Asset Management Holdings Limited (“TAMHL”) | ||||
| (f) TC Financing Ltd (“TCFL”) | ||||
| (g) Threadneedle Asset Management Limited (“TAML”) | ||||
| (h) Threadneedle Investment Services Limited (“TISL”) | ||||
| Persons (a) through (h) are sometimes referred to herein as the “Ameriprise Entities”. | ||||
| 2(b) | Address of Principal Business Office: | (a) Ameriprise Financial, Inc. | ||
| 145 Ameriprise Financial Center | ||||
| Minneapolis, MN 55474 | ||||
| (b) Cannon Place, 78 Cannon Street, London, EC4N 6AG | ||||
| (c) Cannon Place, 78 Cannon Street, London, EC4N 6AG | ||||
| (d) Cannon Place, 78 Cannon Street, London, EC4N 6AG | ||||
| (e) Cannon Place, 78 Cannon Street, London, EC4N 6AG | ||||
| (f) Cannon Place, 78 Cannon Street, London, EC4N 6AG | ||||
| (g) Cannon Place, 78 Cannon Street, London, EC4N 6AG | ||||
| (h) Cannon Place, 78 Cannon Street, London, EC4N 6AG | ||||
| 2(c) | Citizenship: | (a) Delaware | ||
| (b) England and Wales | ||||
| (c) England and Wales | ||||
| (d) England and Wales | ||||
| (e) England and Wales | ||||
| (f) England and Wales | ||||
| (g) England and Wales | ||||
| (h) England and Wales | ||||
| 2(d) | Title of Class of Securities: | Class A Common Stock | ||
| 2(e) | Cusip Number: | 806882106 | ||
| 3 | Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b): |
(a) Ameriprise Financial, Inc.
A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)
(b) TAM UK International Holdings Limited
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(c) Threadneedle Holdings Limited
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(d) TAM UK Holdings Limited
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(e) Threadneedle Asset Management Holdings Limited
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(f) TC Financing Ltd
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(g) Threadneedle Asset Management Limited
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(h) Threadneedle Investment Services Limited
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
| 4 | Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person. |
AFI, as the parent company of the other Ameriprise Entities, may be deemed to beneficially own the shares reported herein by those reporting persons. Accordingly, the shares reported herein by AFI include those shares separately reported herein by those reporting persons.
Each of the Ameriprise Entities disclaims beneficial ownership of any shares reported on this Schedule.
| 5 | Ownership of 5% or Less of a Class: Not Applicable |
| 6 | Ownership of more than 5% on Behalf of Another Person: Not Applicable |
| 7 | Identification and Classification of the Subsidiaries Which Acquired the Security Being Reported on by the Parent Holding Company: |
AFI: See Exhibit I
| 8 | Identification and Classification of Members of the Group: |
Not Applicable
| 9 | Notice of Dissolution of Group: |
Not Applicable
| 10 | Certification: |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
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.
Dated: February 14, 2024
| Ameriprise Financial, Inc. | ||
| By: | /s/ Michael G. Clarke | |
| Name: | Michael G. Clarke | |
| Title: | Senior Vice President, North America Head of Operations & Investor Services | |
| TAM UK International Holdings Limited | ||
| Threadneedle Holdings Limited | ||
| TAM UK Holdings Limited | ||
| Threadneedle Asset Management Holdings Limited | ||
| TC Financing Ltd | ||
| Threadneedle Asset Management Limited | ||
| Threadneedle Investment Services Limited | ||
| By | Columbia Management Investment | |
| Advisers, LLC, as Attorney in Fact | ||
| By: | /s/ Michael G. Clarke | |
| Name: | Michael G. Clarke | |
| Title: | Senior Vice President, North America Head of Operations & Investor Services | |
| By | Columbia Management Investment | |
| Advisers, LLC, as Attorney in Fact | ||
| Contact Information | ||
| Dominic Geddes | ||
| Global Head of Reporting | ||
| Global Operations and Investor Services | ||
| Telephone: +442074645779 | ||
Exhibit Index
| Exhibit I | Identification and Classification of the Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company. | |
| Exhibit II | Joint Filing Agreement | |
| Exhibit III | Powers of Attorney | |