Sec Form 3 Filing - ELLWOOD GROUP INVESTMENT CORP @ Metallus Inc. - 2025-02-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
ELLWOOD GROUP INVESTMENT CORP
2. Issuer Name and Ticker or Trading Symbol
Metallus Inc. [ MTUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1105 N. MARKET STREET, PO BOX 8985, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2025
(Street)
WILMINGTON, DE19810
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
Common Shares 4,285,026 ( 1 ) D ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ELLWOOD GROUP INVESTMENT CORP
1105 N. MARKET STREET
PO BOX 8985, SUITE 1300
WILMINGTON, DE19810
X
Ellwood Group, Inc.
600 COMMERCIAL AVENUE
ELLWOOD CITY, PA16117
X
Signatures
ELLWOOD GROUP INVESTMENT CORP. By: /s/ Shariee Thalmann Name: Shariee Thalmann Title: Treasurer/Assistant Secretary 05/02/2025
Signature of Reporting Person Date
ELLWOOD GROUP, INC. By: /s/ Craig Bicehouse Name: Craig Bicehouse Title: VP of Legal/Secretary 05/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 27, 2025, Metallus Inc. (the "Issuer") filed its annual report on Form 10-K indicating that, due to share repurchases by the Issuer, the number of its outstanding Common Shares had been reduced to 42,116,424 shares as of February 17, 2025. As a result of the reduction in the outstanding Common Shares, the reporting person and joint filer's aggregate beneficial ownership increased to over 10%.
( 2 )The Common Shares are owned directly by Ellwood Group Investment Corp. ("EGIC"). EGIC's parent corporation, Ellwood Group, Inc. ("EGI"), is deemed to be the beneficial owner of the 4,285,026 Common Shares owned by EGIC. EGI's address is 600 Commercial Avenue, Ellwood City, PA 16117.
( 3 )The Articles of Incorporation of EGI provide that, in the election of directors, the holders of a majority of the outstanding shares of EGI's preferred stock, voting separately as a class, shall be entitled to elect a majority of the whole board of directors of EGI. Anna Barensfeld, an executive officer of EGI, may be deemed to be a person controlling EGI by virtue of her position as the trustee of the David E. Barensfeld Ellwood Preferred Stock Trust (the "Trust"), which is the owner of 100% of the issued and outstanding shares of preferred stock of EGI. Anna Barensfeld and Trust each disclaim beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of her or its pecuniary interest therein.

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