UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Steelcase Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
858155 20 3
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
The number of shares reported above includes (i) 4,891,283 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 and (ii) 35,021 shares of Class A Common Stock, 8,888 of which
are subject to issuance pursuant to options which are exercisable within 60 days of December 31,
2010. If shares of Class B Common Stock are transferred to any person other than a Permitted
Transferee (as defined in the Issuers 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.
If all the outstanding shares of Class B Common Stock of the Issuer were converted into shares
of Class A Common Stock, Ms. Wolters would be deemed to be the beneficial owner of 3.7% of the
Class A Common Stock.
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Item 5. |
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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 o.
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Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person. |
Of the shares reported in Item 4 above, (i) 4,796,283 shares are held by trusts for the
benefit of Ms. Wolters, of which trusts Ms. Wolters serves as a co-trustee with Fifth Third Bank
and (ii) 100,000 shares are held by a foundation of which Ms. Wolters is president.
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
N/A
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Item 8. |
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Identification and Classification of Members of the Group |
N/A
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Item 9. |
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Notice of Dissolution of Group |
N/A
N/A
Page 5 of 6 Pages
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: January 28, 2011
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/s/ Liesl A. Maloney
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Kate P. Wolters |
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By: |
Liesl A. Maloney
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Attorney-in-Fact |
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Page 6 of 6 Pages