SEC Form 4 · accession 0000921895-18-002809
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
Sep 26, 2018
Accepted (ET)
Oct 19, 2018 · 7:32 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 | Sep 26, 2018 | G | 61,358 | $0.00 | D | 0 | I | By 2016 GRAT |
| Common Units no par valueF1,F3 | holding | — | — | — | 1,037,623 | D | ||
| Common Units no par valueF1,F4 | holding | — | — | — | 1,540,706 | 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,F6 | holding | — | — | — | 6,362,920 | I | By WGL Capital LLC | |
| Common Units no par valueF1,F7 | holding | — | — | — | 500,000 | I | By 2018 GRAT | |
| 6% Series A Preferred UnitsF1 | holding | — | — | — | 514,661 | D |
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 securities reported herein, except to the extent of his or its pecuniary interest therein.
- F2The Form 4 filed by the Reporting Persons on July 20, 2018 discloses ownership of 313,112 Common Units held by a grantor retained annuity trust ("2016 GRAT") of which Mr. Lichtenstein was the sole trustee and sole annuitant. Since the filing of the Form 4, 251,754 of the Common Units held by the 2016 GRAT were transferred to Mr. Lichtenstein in satisfaction of the trust's annuity obligations to Mr. Lichtenstein, 500,000 Common Units held directly by Mr. Lichtenstein were then transferred to a new grantor retained annuity trust ("2018 GRAT") of which Mr. Lichtenstein is the sole trustee and sole annuitant and, on September 26, 2018, the remaining 61,358 Common Units held by the 2016 GRAT were gifted to a new trust for the benefit of a family member. Mr. Lichtenstein does not have a pecuniary interest in the securities held by this new trust.
- F3The Form 4 filed by the Reporting Persons on July 20, 2018 discloses ownership of 1,285,869 Common Units held directly by Mr. Lichtenstein. The total number of Common Units held directly by Mr. Lichtenstein now reflects the transfers described in Footnote 2.
- 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 by a grantor retained annuity trust ("2018 GRAT"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2018 GRAT, may be deemed to beneficially own the Common Units held by the 2018 GRAT. The total number of Common Units held by the 2018 GRAT reflects the transfer described in Footnote 2.