Statement of Changes in Beneficial Ownership (4)
15 April 2022 - 11:05PM
Edgar (US Regulatory)
FORM 4
[ ]
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 OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
LICHTENSTEIN WARREN G |
2. Issuer Name and Ticker or Trading Symbol
STEEL PARTNERS HOLDINGS L.P.
[
SPLP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman |
|
(Last)
(First)
(Middle)
C/O STEEL PARTNERS HOLDINGS L.P., 590 MADISON AVENUE, 32ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2022 |
|
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 Units no par value (1) | 4/13/2022 | | A | | 1702059 (2) | A | (2) | 2242765 | I | By SPH SPV-I LLC (5) |
| Common Units no par value (1) | | | | | | | | 586612 | D | |
| Common Units no par value (1) | | | | | | | | 5794428 (3) | I | By Steel Partners, Ltd. (4) |
| Common Units no par value (1) | | | | | | | | 970000 | I | By WGL Capital LLC (6) |
| Common Units no par value (1) | | | | | | | | 434104 | I | By 2020 GRAT #2 (7) |
| Common Units no par value (1) | | | | | | | | 460403 | I | By 2020 GRAT #3 (8) |
| Common Units no par value (1) | | | | | | | | 934087 | I | By 2020 GRAT #4 (9) |
| 6% Series A Preferred Units (1) | | | | | | | | 416948 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Explanation of Responses: |
| (1) | This Form 4 is filed jointly by WGL Capital LLC ("WGL"), Steel Partners, Ltd. ("SPL"), SPH SPV-I LLC ("SPH SPV") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding Common Units. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein. |
| (2) | Class C Common Units issued to SPH SPV representing Incentive Awards earned during fiscal 2021 with respect to certain Incentive Units received pursuant to the terms of that certain Incentive Unit Agreement, effective as of May 11, 2012, by and between the Issuer and SPH SPV. For more information on the Incentive Unit Agreement and Class C Units, see "Transactions with Related Persons" in the Issuer's proxy statement on Schedule 14A filed with the SEC on April 27, 2021. |
| (3) | The Form 4 filed by the Reporting Persons on December 8, 2021 discloses ownership of 401,508 Common Units held directly by SPL. Since the filing of the Form 4, 5,392,920 Common Units held by WGL were distributed pro-rata to SPL, the sole Member of WGL, resulting in SPL beneficially owning such Common Units directly instead of indirectly. |
| (4) | Mr. Lichtenstein, as the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by SPL. |
| (5) | Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV. |
| (6) | SPL, as the sole Member of WGL, and Mr. Lichtenstein, as the Manager of WGL and the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by WGL. |
| (7) | Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#2"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#2, may be deemed to beneficially own the Common Units held by the 2020 GRAT#2. |
| (8) | Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#3"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#3, may be deemed to beneficially own the Common Units held by the 2020 GRAT#3. |
| (9) | Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#4"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#4, may be deemed to beneficially own the Common Units held by the 2020 GRAT#4. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
LICHTENSTEIN WARREN G
C/O STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022 | X | X | Executive Chairman |
|
Steel Partners, Ltd.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022 |
| X |
|
|
WGL Capital LLC
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022 |
|
|
| See Footnote 1 |
SPH SPV-I LLC
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022 |
| X |
|
|
Signatures
|
| By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein | | 4/15/2022 |
| **Signature of Reporting Person | Date |
| By: Steel Partners, Ltd., By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Chief Executive Officer | | 4/15/2022 |
| **Signature of Reporting Person | Date |
| By: WGL Capital LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Manager | | 4/15/2022 |
| **Signature of Reporting Person | Date |
| By: SPH SPV-I LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Managing Member | | 4/15/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Steel Partners (NYSE:SPLP-A)
Historical Stock Chart
From Oct 2024 to Nov 2024
Steel Partners (NYSE:SPLP-A)
Historical Stock Chart
From Nov 2023 to Nov 2024
