SEC Form 4 · accession 0000921895-18-002039
STEEL PARTNERS HOLDINGS L.P. · SPLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 27, 2018
Accepted (ET)
Jun 29, 2018 · 6:47 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 |
|---|---|---|---|---|---|---|---|---|
| Common Units, no par valueF1,F2 | Jun 27, 2018 | A | 72,347 | — | A | 1,587,575 | D | |
| 6% Series A Preferred UnitsF1,F2 | Jun 27, 2018 | A | 60,230 | — | A | 297,942 | D | |
| Common Units, no par valueF1,F2,F6 | Jun 27, 2018 | A | 27,206 | — | A | 37,306 | I | By EMH Howard, LLC |
| 6% Series A Preferred UnitsF1,F2,F6 | Jun 27, 2018 | A | 22,650 | — | A | 108,190 | I | By EMH Howard, LLC |
| Common Units, no par valueF1,F3 | holding | — | — | — | 91,603 | I | By SPH SPV-I LLC | |
| Common Units, no par valueF1,F4 | holding | — | — | — | 1,519,552 | I | By The II Trust | |
| Common Units, no par valueF1,F5 | holding | — | — | — | 747,938 | I | By The III Trust |
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 (the "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. Mr. Howard's direct ownership includes Common Units and 6% Series A Preferred Units of the Issuer (the "Preferred Units") held by an entity that is 100% owned by him.
- F2Securities acquired directly from the Issuer pursuant to purchase agreements whereby the Issuer issued the securities in exchange for common stock and preferred stock of WebFinancial Holding Corporation. Such transactions were approved by the Board of Directors of the Issuer for purposes of securing the exemption under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
- F3Consists 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.
- F4Mr. Howard, as the trustee of The II Trust, may be deemed to beneficially own the Common Units held by The II Trust.
- F5Mr. Howard, as the trustee of The III Trust, may be deemed to beneficially own the Common Units held by The III Trust.
- F6Mr. Howard, as the Managing Member of EMH, may be deemed to beneficially own the Common Units and Preferred Units held by EMH.