HANDY & HARMAN LTD. 4
4 · HANDY & HARMAN LTD. · Filed Sep 12, 2014
Insider Transaction Report
Form 4
SPH Group Holdings LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.01
2014-09-10$26.00/sh−97,550$2,536,300→ 0 total(indirect: By DGT Holdings Corp.)
Holdings
- 7,131,185
Common Stock, par value $0.01
Footnotes (4)
- [F1]This Form 4 is filed jointly by DGT Holdings Corp. ("DGT"), Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings") and Steel Partners Holdings GP Inc. ("Steel Holdings GP").
- [F2]SPHG Holdings owns approximately 83% of the outstanding shares of Common Stock of DGT and by virtue of this ownership may be deemed to have beneficially owned the shares of Common Stock of the Issuer previously owned directly by DGT. As a result of the transaction reported herein, DGT no longer beneficially owns any securities of the Issuer. As a result, DGT ceased to be subject to the reporting requirements of Section 16 with respect to the securities of the Issuer.
- [F3]Shares owned directly by SPHG Holdings, and owned indirectly by SPHG by virtue of it being the sole member of SPHG Holdings, by Steel Holdings by virtue of its ownership of 99% of the membership interests of SPHG, and by Steel Holdings GP by virtue of it being the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. Steel Holdings, SPHG and Steel Holdings GP disclaim beneficial ownership of the shares owned by SPHG Holdings except to the extent of their pecuniary interest therein.
- [F4]On August 7, 2014, the Issuer commenced a tender offer to purchase for cash (the "Offer") up to $60 million in value of shares of Common Stock, at a price of $24.00 per share. On August 21, 2014, the Issuer increased the price per share in the Offer to $26.00 per share. DGT tendered into the Offer the 97,550 shares of Common Stock it owned directly. The Offer expired at 5:00 P.M., Eastern Time, on September 5, 2014. On September 10, 2014, the Issuer accepted for payment the 97,550 shares of Common Stock DGT tendered into the Offer for an aggregate consideration of $2,536,300.