SEC Form 4 · accession 0000921895-15-000041
STEEL PARTNERS HOLDINGS L.P. · SPLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Warren G Lichtenstein
Officer — Executive Chairman · Director · 10% Owner
Steel Partners, Ltd.
Other
WGL Capital Corp.
10% Owner
SPH SPV-I LLC
Other
Period of report
Jan 7, 2015
Accepted (ET)
Jan 8, 2015 · 4:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001452857
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units, no par valueF1,F4,F2,F5 | Jan 7, 2015 | J | 130,264 | — | A | 7,069,911 | I | By WGL Capital Corp. |
| Common Units, no par valueF1,F6 | holding | — | — | — | 118,391 | I | By Steel Partners, Ltd. | |
| Common Units, no par valueF1 | holding | — | — | — | 1,650,081 | D | ||
| Common Units, no par valueF1,F7 | holding | — | — | — | 1,542,073 | I | By SPH SPV-I LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by WGL Capital Corp. ("WGL"), Steel Partners, Ltd. ("SPL"), SPH SPV-I LLC ("SPH SPV") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of SPL, SPH SPV and Mr. Lichtenstein may be deemed to be 10% owners of the Issuer and WGL is a 10% owner of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the Common Units reported herein, except to the extent of his or its pecuniary interest therein.
- F2Pursuant to the terms of that certain Third Amended and Restated Deferred Fee Agreement (the "Deferred Fee Agreement") by and between the Issuer and WGL, the full amount of certain deferred fees owed to WGL by the Issuer became immediately payable. WGL elected to receive such deferred fees in Common Units. Under the Deferred Fee Agreement, the number of Common Units to be issued was determined by applying a 15% discount to the market price of the Common Units. As a result, 130,264 Class B Common Units were issued to WGL.
- F3The Class B Common Units have the same rights as the Common Units except that a Class B Common Unit will not be saleable in the public market until the capital account allocable to such Class B Common Unit is equal to the capital account allocable to a Common Unit ("Capital Account Alignment"), determined as if a Class B Common Unit and a Common Unit were separate partnership interests for U.S. federal income tax purposes. At such time that Capital Account Alignment is achieved, a Class B Common Unit will convert automatically into a Common Unit. Class B Common Units (including Class B Common Units received in respect of a year) will be allocated their share of taxable income based on their percentage interests, except as otherwise determined by the Issuer.
- F4Represents Class B Common Units.
- F5Warren G. Lichtenstein is the Chief Executive Officer, Treasurer, Secretary and sole director of WGL and may be deemed to have shared investment and voting power with respect to the Class B Common Units held by WGL. Mr. Lichtenstein disclaims beneficial ownership of the Class B Common Units beneficially owned by WGL, except to the extent of his pecuniary interest therein.
- F6Warren G. Lichtenstein is the Chief Executive Officer and sole director of SPL and may be deemed to have shared investment and voting power with respect to the Common Units held by SPL. Mr. Lichtenstein disclaims beneficial ownership of the Common Units beneficially owned by SPL, except to the extent of his pecuniary interest therein.
- F7Warren G. Lichtenstein is the managing member of SPH SPV. Mr. Lichtenstein disclaims beneficial ownership of the Common Units beneficially owned by SPH SPV, except to the extent of his pecuniary interest therein.