SEC Form 4 · accession 0000921895-18-000691
STEEL PARTNERS HOLDINGS L.P. · SPLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Warren G Lichtenstein
Officer — Executive Chairman · Director · 10% Owner
Steel Partners, Ltd.
10% Owner
WGL Capital LLC
10% Owner
SPH SPV-I LLC
Other
Period of report
Feb 13, 2018
Accepted (ET)
Feb 14, 2018 · 5:43 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,F10 | Dec 28, 2017 | G | 35,715 | $0.00 | D | 1,285,869 | D | |
| Common Units no par valueF1,F2,F4 | Jul 6, 2017 | J | 7,205 | — | D | 1,201,147 | I | By SPH SPV-I LLC |
| Common Units no par valueF1,F3,F4 | Feb 13, 2018 | J | 461,442 | — | A | 1,662,589 | I | By SPH SPV-I LLC |
| Common Units no par valueF1,F5 | holding | — | — | — | 130,891 | I | By Steel Partners, Ltd. | |
| Common Units no par valueF1,F9,F6 | holding | — | — | — | 6,362,920 | I | By WGL Capital LLC | |
| Common Units no par valueF1,F8,F7 | holding | — | — | — | 313,112 | I | By 2016 GRAT |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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 Common Units reported herein, except to the extent of his or its pecuniary interest therein.
- F10The Form 5 filed by the Reporting Persons on February 12, 2016 discloses ownership of an aggregate of 379,141 Common Units held directly by Mr. Lichtenstein. The total number of Common Units held directly by Mr. Lichtenstein now reflects the gift of Common Units reported herein and the transfers described in Footnote 8.
- F2Represents a withdrawal of Common Units from SPH SPV by certain members of SPH SPV.
- F3Class C Common Units issued to SPH SPV representing Incentive Awards earned during fiscal 2017 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.
- F4Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
- F5Mr. Lichtenstein, as the Chief Executive Officer and a control person of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
- F6SPL, as the sole Member of WGL, and Mr. Lichtenstein, as the Manager of WGL and the Chief Executive Officer and a control person of SPL, may be deemed to beneficially own the Common Units owned directly by WGL.
- F7Represents Common Units held in a grantor retained annuity trust ("2016 GRAT"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2016 GRAT, may be deemed to beneficially own the Common Units held in the 2016 GRAT.
- F8The Form 5 filed by the Reporting Persons on February 12, 2016 discloses ownership of an aggregate of 1,255,555 Common Units held directly in three grantor retained annuity trusts of which Mr. Lichtenstein was the sole trustee and sole annuitant. Since the filing of the Form 5, all such Common Units were transferred to Mr. Lichtenstein in satisfaction of the trust's annuity obligations to Mr. Lichtenstein, 500,000 Common Units owned directly by Mr. Lichtenstein were then transferred to the 2016 GRAT and 186,888 Common Units held in the 2016 GRAT were then transferred to Mr. Lichtenstein in satisfaction of its annuity obligations to Mr. Lichtenstein, leaving a balance of 313,112 Common Units in the 2016 GRAT.
- F9The Form 5 filed by the Reporting Persons on February 12, 2016 discloses ownership of an aggregate of 6,232,656 Common Units held directly by WGL, which inadvertently excluded 130,264 Common Units held directly by WGL. As reported in a prior Form 4, such 130,264 Common Units were initially issued to WGL in January 2015 in the form of Class B Common Units prior to automatically converting into regular Common Units, leaving a balance of 6,362,920 Common Units held by WGL.