SEC Form 4 · accession 0000921895-18-002126
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
Jul 18, 2018
Accepted (ET)
Jul 20, 2018 · 6:24 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,F3,F4 | Jul 18, 2018 | J | 121,883 | — | D | 1,540,706 | I | By SPH SPV-I LLC |
| Common Units no par valueF1 | holding | — | — | — | 1,285,869 | D | ||
| Common Units no par valueF1,F5 | holding | — | — | — | 130,891 | I | By Steel Partners, Ltd. | |
| Common Units no par valueF1,F6 | holding | — | — | — | 6,362,920 | I | By WGL Capital LLC | |
| Common Units no par valueF1,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.
- F2Represents a distribution of Common Units from SPH SPV to members of SPH SPV.
- F3Consists entirely of Common Units as a result of the conversion of all 461,442 Class C Common Units held by SPH SPV into Common Units following the alignment of capital accounts of the Common Units and the Class C Common Units since the filing of the prior Form 4.
- 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.