SEC Form 4 · accession 0000921895-17-002433
STEEL PARTNERS HOLDINGS L.P. · SPLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Warren G Lichtenstein
Officer — Executive Chairman · Director · 10% Owner
Period of report
Feb 7, 2017
Accepted (ET)
Oct 16, 2017 · 7:42 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| 6% Series A Preferred UnitsF1 | Feb 7, 2017 | J | 71,503 | — | A | 71,503 | D | |
| 6% Series A Preferred UnitsF2 | Oct 12, 2017 | J | 443,158 | — | A | 514,661 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Acquired pursuant to the exchange offer made pursuant to the December 7, 2016 Agreement and Plan of Merger by and among Issuer, SPH Acquisition Co., a wholly owned subsidiary of Issuer, and Steel Excel Inc., as amended, pursuant to which each validly tendered share of Steel Excel Inc. common stock was exchanged for 0.712 newly issued 6.0% Series A preferred units of Issuer, together with cash in lieu of any fractional Issuer 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 Issuer with the Securities and Exchange Commission on January 9, 2017 (together with any amendments and supplements thereto). The Issuer preferred units issued in this transaction were a newly issued class of securities having a liquidation preference of $25.00 per unit.
- F2Acquired pursuant to the exchange offer made pursuant to the June 26, 2017 Agreement and Plan of Merger by and among Issuer, Handy Acquisition Co., a wholly owned subsidiary of Issuer, and Handy & Harman Ltd. (the "Merger Agreement"), pursuant to which each validly tendered share of Handy & Harman Ltd. common stock was exchanged for 1.484 6.0% Series A preferred units of Issuer (the "transaction consideration"), together with cash in lieu of any fractional Issuer 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 Issuer 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 Issuer preferred units as of the end of trading on October 11, 2017.