SEC Form 4 · accession 0000921895-15-001847
HANDY & HARMAN LTD. · HNH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
STEEL PARTNERS HOLDINGS L.P.
10% Owner
SPH Group Holdings LLC
10% Owner
SPH Group LLC
10% Owner
Steel Partners Holdings GP Inc.
10% Owner
Period of report
Jul 31, 2015
Accepted (ET)
Aug 4, 2015 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000106618
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1,F2,F3 | Jul 31, 2015 | J | 1,429,407 | — | A | 8,560,592 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP").
- F2Represents shares of Common Stock of the Issuer received by SPHG Holdings in exchange for all of SPHG Holdings' shares of Common Stock of JPS Industries, Inc. pursuant to that certain Exchange Agreement, dated as of May 31, 2015, by and between Handy & Harman Group, Ltd., a wholly owned subsidiary of the Issuer, and SPHG Holdings.
- F3Represents shares of Common Stock of the Issuer owned directly by SPHG Holdings. Steel Holdings owns 99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Accordingly, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the shares of Common Stock of the Issuer owned directly by SPHG Holdings. Each of Steel Holdings, SPHG and Steel Holdings GP disclaims beneficial ownership of the shares of Common Stock of the Issuer owned directly by SPHG Holdings except to the extent of its pecuniary interest therein.