SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 21)*

 

 

Steelcase Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

858155203

(CUSIP Number)

December 31, 2018

(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)

☐ 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. 858155203     13G                          Page  2  of 10  

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fifth Third Bancorp. IRS Identification Number 31-0854434

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)              (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ohio

NUMBER OF

SHARES

BENEFICIALLY  OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

3,194,894

   6   

SHARED VOTING POWER

 

4,557,461

   7   

SOLE DISPOSITIVE POWER

 

5,406,780

   8   

SHARED DISPOSITIVE POWER

 

12,323,607

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,730,387

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

(See Instructions)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.16% (1)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

HC

 

(1)

Percentage of class calculation is based upon 87,220,169 shares of the Issuer’s Class A Common Stock outstanding as of December 18, 2018, as reported in the Issuer’s Report on Form 10-Q for the quarterly period ended November 23, 2018, plus 16,080,808 shares of the Issuer’s Class B Common Stock that are convertible into Class A Common Stock at the option of the holder and are beneficially owned by the reporting person.


CUSIP NO. 858155203     13G                          Page  3  of 10  

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fifth Third Financial Corporation. IRS Identification Number 31-1755886

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)              (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ohio

NUMBER OF

SHARES

BENEFICIALLY  OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

3,194,894

   6   

SHARED VOTING POWER

 

4,557,461

   7   

SOLE DISPOSITIVE POWER

 

5,406,780

   8   

SHARED DISPOSITIVE POWER

 

12,323,607

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,730,387

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

(See Instructions)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.16% (1)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

HC

 

(1)

Percentage of class calculation is based upon 87,220,169 shares of the Issuer’s Class A Common Stock outstanding as of December 18, 2018, as reported in the Issuer’s Report on Form 10-Q for the quarterly period ended November 23, 2018, plus 16,080,808 shares of the Issuer’s Class B Common Stock that are convertible into Class A Common Stock at the option of the holder and are beneficially owned by the reporting person.


CUSIP NO. 858155203     13G                          Page  4  of 10  

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Fifth Third Bank. IRS Identification Number 31-0676865

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)              (b)  

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Ohio

NUMBER OF

SHARES

BENEFICIALLY  OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

3,194,894

   6   

SHARED VOTING POWER

 

4,557,461

   7   

SOLE DISPOSITIVE POWER

 

5,406,780

   8   

SHARED DISPOSITIVE POWER

 

12,323,607

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,730,387

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

(See Instructions)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.16% (1)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

BK

 

(1)

Percentage of class calculation is based upon 87,220,169 shares of the Issuer’s Class A Common Stock outstanding as of December 18, 2018, as reported in the Issuer’s Report on Form 10-Q for the quarterly period ended November 23, 2018, plus 16,080,808 shares of the Issuer’s Class B Common Stock that are convertible into Class A Common Stock at the option of the holder and are beneficially owned by the reporting person.


CUSIP NO. 858155203     13G                          Page  5  of 10  

 

Explanatory Note

The number of shares reported as beneficially owned herein includes 16,080,808 shares of Class B Common Stock of the Issuer which are immediately convertible into an equal number of shares of Class A Common Stock at the option of the holder. If shares of Class B Common Stock are transferred to any person other than a “Permitted Transferee” (as defined in the Issuer’s Second Restated Articles of Incorporation), such shares are automatically converted on a share-for-share basis into shares of Class A Common Stock. Shares of Class B Common Stock of the Issuer have the same attributes as shares of Class A Common Stock of the Issuer except that each share of Class B Common Stock entitles the holder thereof to ten votes on all matters upon which Shareholders have a right to vote and each share of Class A Common Stock entitles the holder thereof to one vote on such matters.


CUSIP NO. 858155203     13G                          Page  6  of 10  

 

Item 1.       
  (a)      Name of Issuer:
       Steelcase Inc.
  (b)      Address of Issuer’s Principal Executive Offices:
       901 44th Street SE
       Grand Rapids, Michigan 49508
Item 2.       
  (a)      Name of Person Filing:
       Fifth Third Bancorp, an Ohio corporation
       Fifth Third Financial Corporation, an Ohio corporation
       Fifth Third Bank, an Ohio corporation
  (b)      Address of Principal Business Office, or if None, Residence:
       Fifth Third Center, Cincinnati, Ohio 45263
  (c)      Citizenship:
       Fifth Third Bancorp: Ohio
       Fifth Third Financial Corporation: Ohio
       Fifth Third Bank: Ohio
  (d)      Title of Class of Securities:
       Class A Common Stock
  (e)      CUSIP Number:
       858155203


CUSIP NO. 858155203     13G                          Page  7  of 10  

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)       Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)       Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)       Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)       Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)       An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)       A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or
(j)       Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

 

  

Ownership.

 

  

a.   Amount beneficially owned:

     17,730,387    
  

b.  Percent of class

     17.16  
  

c.   Number of shares as to which such person has:

    
     

 i.  Sole power to vote or to direct the vote:

     3,194,894    
     

 ii.   Shared power to vote or to direct the vote:

     4,557,461    
     

 iii.  Sole power to dispose or to direct the disposition of:

     5,406,780    
     

 iv.  Shared power to dispose or to direct the disposition of:

     12,323,607    

 

Item 5.    Ownership of Five Percent or Less of a Class.
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   ☐
Item 6.    Ownership of More than Five Percent on Behalf of Another Person.
   The securities covered by this Schedule are held in trust, agency or custodial capacities by Fifth Third Bank. These trust, agency or custodial accounts receive the dividends from, or the proceeds from the sale of, such securities.
   5,655,627 shares of the shares reported in Item 4 above are held by trusts for the benefit of Kate Pew Wolters. Ms. Wolters serves as a co-trustee of those trusts with Fifth Third Bank.
   5,164,065 of the shares reported in Item 4 above are held by trusts for the benefit of P. Craig Welch, Jr. Mr. Welch serves as co-trustee of those trusts with Fifth Third Bank.


CUSIP NO. 858155203     13G                          Page  8  of 10  

 

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
   Fifth Third Bancorp has filed this schedule as the parent holding company of its wholly owned subsidiary Fifth Third Financial Corporation. Fifth Third Financial Corporation has filed this schedule as the parent holding company of its wholly owned subsidiary Fifth Third Bank.
    

Subsidiary

  

Item 3 Classification

  

Fifth Third Bank – an Ohio corporation

   Bank
  

Fifth Third Financial Corporation, an Ohio corporation

   Parent Holding Company

 

Item 8.    Identification and Classification of Members of the Group.
   Not applicable.
Item 9.    Notice of Dissolution of Group.
   Not applicable.
Item 10.    Certifications.
   Not applicable.


CUSIP NO. 858155203     13G                          Page  9  of 10  

 

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 5, 2019     Fifth Third Bancorp, an Ohio corporation
   

/s/ Michael P. Speaker

    By:   Michael P. Speaker
    Title:   Attorney-in-fact
    Fifth Third Financial Corporation, an Ohio corporation
   

/s/ Michael P. Speaker

    By:   Michael P. Speaker
    Title:   Attorney-in-fact
    Fifth Third Bank, an Ohio corporation
   

/s/ Michael P. Speaker

    By:   Michael P. Speaker
    Title:   Attorney-in-fact


CUSIP NO. 858155203     13G                          Page  10  of 10  

 

Exhibit Index

 

Exhibit
No.

  

Description

99.1    Power of Attorney relating to filings by Fifth Third Bancorp.
99.2    Power of Attorney relating to filings by Fifth Third Financial Corporation.
99.3    Power of Attorney relating to filings by Fifth Third Bank.
99.4    Joint Filing Agreement
EX-99.1

EXHIBIT 99.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that Fifth Third Bancorp, an Ohio corporation (the “Bancorp”), does hereby make, constitute and appoint Michael P. Speaker (and any other employee of Fifth Third Bank, an Ohio banking corporation (the “Bank”) and any employee of one of its affiliates, in each case who has been designated in writing by one of these attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Bancorp is acting individually or as representative of others, any and all filings that the attorney-in-fact believes the Bancorp is required to make under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Bancorp under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Bancorp might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Bank or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 5, 2019.

FIFTH THIRD BANCORP

 

By:  

/s/ Susan Zaunbrecher

Name:   Susan Zaunbrecher
Title:   Chief Legal Officer and Executive Vice President
EX-99.2

EXHIBIT 99.2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that Fifth Third Financial Corporation, an Ohio corporation ( “Financial Corp”), does hereby make, constitute and appoint Michael P. Speaker (and any other employee of Fifth Third Bank, an Ohio banking corporation (the “Bank”) and any employee of one of its affiliates, in each case who has been designated in writing by one of these attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Financial Corp is acting individually or as representative of others, any and all filings that the attorney-in-fact believes the Financial Corp is required to make under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Financial Corp under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Financial Corp might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Bank or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 5, 2019.

FIFTH THIRD FINANCIAL CORPORATION

 

By:  

/s/ Susan Zaunbrecher

Name:   Susan Zaunbrecher
Title:   Chief Legal Officer and Executive Vice President
EX-99.3

EXHIBIT 99.3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that Fifth Third Bank, an Ohio banking corporation ( the “Bank”), does hereby make, constitute and appoint Michael P. Speaker (and any other employee of the Bank and any employee of one of its affiliates, in each case who has been designated in writing by one of these attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Bank is acting individually or as representative of others, any and all filings that the attorney-in-fact believes the Bank is required to make under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Bank under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Bank might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of the Bank or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 5, 2019.

FIFTH THIRD BANK

 

By:  

/s/ Susan Zaunbrecher

Name:   Susan Zaunbrecher
Title:   Chief Legal Officer and Executive Vice President
EX-99.4

EXHIBIT 99.4

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock of Steelcase Inc. and further agree to the filing of this agreement as an Exhibit thereto. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated: February 5, 2019

 

Fifth Third Bancorp, an Ohio corporation
By:  

/s/ Michael P. Speaker

Name:   Michael P. Speaker
Title:   Attorney-in-fact
Fifth Third Financial Corporation, an Ohio corporation
By:  

/s/ Michael P. Speaker

Name:   Michael P. Speaker
Title:   Attorney-in-fact
Fifth Third Bank, an Ohio corporation
By:  

/s/ Michael P. Speaker

Name:   Michael P. Speaker
Title:   Attorney-in-fact