SEC Form 5 · accession 0001437749-15-002878
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 Corp.
10% Owner
SPH SPV-I LLC
10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Feb 17, 2015 · 5:32 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,F2 | May 14, 2014 | P | 12,500 | $16.00 | A | 130,891 | I | By Steel Partners, Ltd. |
| Common Units no par valueF1,F7,F3 | Jun 9, 2014 | J | 332,686 | $0.00 | D | 1,208,352 | I | By SPH SPV-I LLC |
| Common Units no par valueF1 | holding | — | — | — | 1,150,081 | D | ||
| Common Units no par valueF1,F4 | holding | — | — | — | 6,939,647 | I | By WGL Capital Corp. | |
| Common Units no par valueF1,F5 | holding | — | — | — | 500,000 | I | By GRAT |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 5 is filed jointly by WGL Capital Corp. ("WGL"), Steel Partners, Ltd. ("SPL"), SPH SPV-I LLC ("SPH SPV") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of SPL, SPH SPV and Mr. Lichtenstein may be deemed to be 10% owners of the Issuer and WGL is a 10% owner of the Issuer. 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.
- F2Mr. Lichtenstein, as the Chief Executive Officer and sole director of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
- F3Mr. Lichtenstein, as the managing member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
- F4SPL, as the sole shareholder of WGL, and Mr. Lichtenstein, as the Chief Executive Officer, Secretary and sole director of WGL, may be deemed to beneficially own the Common Units owned directly by WGL.
- F5These Common Units were previously reported as directly beneficially owned by Mr. Lichtenstein but were contributed to a grantor retained annuity trust on December 24, 2014.
- F6Consists of Common Units issued to SPH SPV and transferred to members of SPH SPV. Such units were issuable to SPH SPV in the form of Class C Common Units.
- F7The Common Units reported reflect the cancellation of 1,035 Common Units that were inadvertently issued to SPH SPV due to a miscalculation.