SEC Form 4 · accession 0001437749-15-020019
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
Nov 4, 2015
Accepted (ET)
Nov 6, 2015 · 2:04 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 | Sep 16, 2015 | G | 9,535 | $0.00 | A | 140,546 | D | |
| Common Units, no par valueF1,F2,F3 | Nov 4, 2015 | S$0 | 706,991 | $0.00 | D | 6,232,656 | I | By WGL Capital Corp. |
| Common Units, no par valueF1,F4 | holding | — | — | — | 130,891 | I | By Steel Partners, Ltd. | |
| Common Units, no par valueF1,F5 | holding | — | — | — | 1,208,352 | I | By SPH SPV-I LLC | |
| Common Units, no par valueF1 | holding | — | — | — | 500,000 | I | By 2014 GRAT | |
| Common Units, no par valueF1,F6 | holding | — | — | — | 500,000 | I | By 2015 GRAT 1 | |
| Common Units, no par valueF1,F6 | holding | — | — | — | 500,000 | I | By 2015 GRAT 2 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 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.
- F2The Common Units were sold in a private transaction in exchange for equity in a private corporation.
- F3SPL, 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.
- F4Mr. Lichtenstein, as the Chief Executive Officer and sole director of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
- F5Mr. Lichtenstein, as the managing member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
- F6These Common Units were previously reported as directly beneficially owned by Mr. Lichtenstein but were contributed to a grantor retained annuity trust on May 20, 2015.