SEC Form 4 · accession 0000921895-18-001658
STEEL PARTNERS HOLDINGS L.P. · SPLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 9, 2018
Accepted (ET)
May 11, 2018 · 6:42 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 | May 9, 2018 | S | 41,000 | $19.90 | D | 237,712 | D | |
| Common Units, no par valueF1 | holding | — | — | — | 1,515,228 | D | ||
| Common Units, no par valueF1,F2 | holding | — | — | — | 91,603 | I | By SPH SPV-I LLC | |
| Common Units, no par valueF1,F3 | holding | — | — | — | 1,519,552 | I | By The II Trust | |
| Common Units, no par valueF1,F4 | holding | — | — | — | 747,938 | I | By The III Trust | |
| Common Units, no par valueF1,F5 | holding | — | — | — | 10,100 | I | By EMH Howard, LLC | |
| 6% Series A Preferred UnitsF1,F5 | holding | — | — | — | 85,540 | I | By EMH Howard, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Jack L. Howard and EMH Howard, LLC ("EMH") (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 securities reported herein, except to the extent of his or its pecuniary interest therein.
- F2Consists of Class C Common Units ("Class C Units") allocated by SPH SPV-I LLC to Mr. Howard's sub-account within SPH SPV-I LLC. The Class C Units have the same rights as the Common Units, except that a Class C Unit will not be saleable in the public market until the capital account allocable to such Class C Unit is equal to the capital account allocable to a Common Unit ("Capital Account Alignment"), determined as if a Class C 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 C Unit will convert automatically into a Common Unit. Class C Units (including Class C 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.
- F3Mr. Howard, as the trustee of The II Trust, may be deemed to beneficially own the Common Units held by The II Trust.
- F4Mr. Howard, as the trustee of The III Trust, may be deemed to beneficially own the Common Units held by The III Trust.
- F5Mr. Howard, as the Managing Member of EMH, may be deemed to beneficially own the Common Units and 6% Series A Preferred Units held by EMH.