SEC Form 4 · accession 0001225208-17-016303
HANDY & HARMAN LTD. · HNH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey A Svoboda
Director
Period of report
Oct 12, 2017
Accepted (ET)
Oct 16, 2017 · 9:56 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 $0.01 per shareF1 | Oct 12, 2017 | F | 291 | $30.25 | D | 101,857 | D | |
| Common Stock, par value $0.01 per shareF2 | Oct 12, 2017 | J | 443 | $0.00 | D | 101,414 | D | |
| Common Stock, par value $0.01 per shareF3 | Oct 12, 2017 | S$0 | 101,414 | $0.00 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares withheld to satisfy tax withholding obligations upon the accelerated vesting of shares of restricted stock pursuant to the Merger Agreement.
- F2Represents unvested restricted stock as to which vesting was accelerated and which then were automatically canceled and converted (net of the amount disclosed pursuant to footnote 1 above) pursuant to the Merger Agreement into the transaction consideration, together with cash in lieu of any fractional SPLP preferred units.
- F3Tendered into the exchange offer made pursuant to the June 26, 2017 Agreement and Plan of Merger by and among Issuer, Steel Partners Holdings L.P. (SPLP), and Handy Acquisition Co., a wholly owned subsidiary of SPLP (the Merger Agreement), pursuant to which each validly tendered share of Issuer common stock was exchanged for 1.484 6.0% Series A preferred units of SPLP (the transaction consideration), together with cash in lieu of any fractional SPLP preferred units, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange and the related letter of transmittal filed by SPLP with the Securities and Exchange Commission on September 13, 2017 (together with any amendments and supplements thereto). The market value of the transaction consideration is $30.57, based on the trading price of the SPLP preferred units as of the end of trading on October 11, 2017.