4//SEC Filing
LICHTENSTEIN WARREN G 4
Accession 0000921895-22-002170
CIK 0001452857other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 5:44 PM ET
Size
18.7 KB
Accession
0000921895-22-002170
Insider Transaction Report
Form 4
SPH SPV-I LLC
Other
Transactions
- Gift
Common Units no par value
2022-04-29−397,253→ 0 total(indirect: By 2020 GRAT #2)
Holdings
- 970,000(indirect: By LLC)
Common Units no par value
- 2,242,765(indirect: By LLC)
Common Units no par value
- 5,794,428(indirect: By Steel Partners, Ltd.)
Common Units no par value
- 416,948
6% Series A Preferred Units
- 934,087(indirect: By 2020 GRAT #4)
Common Units no par value
- 645,607
Common Units no par value
- 438,259(indirect: By 2020 GRAT #3)
Common Units no par value
Steel Partners, Ltd.
10% Owner
Transactions
- Gift
Common Units no par value
2022-04-29−397,253→ 0 total(indirect: By 2020 GRAT #2)
Holdings
- 438,259(indirect: By 2020 GRAT #3)
Common Units no par value
- 2,242,765(indirect: By LLC)
Common Units no par value
- 416,948
6% Series A Preferred Units
- 5,794,428(indirect: By Steel Partners, Ltd.)
Common Units no par value
- 645,607
Common Units no par value
- 970,000(indirect: By LLC)
Common Units no par value
- 934,087(indirect: By 2020 GRAT #4)
Common Units no par value
WGL Capital Corp.
10% Owner
Transactions
- Gift
Common Units no par value
2022-04-29−397,253→ 0 total(indirect: By 2020 GRAT #2)
Holdings
- 645,607
Common Units no par value
- 934,087(indirect: By 2020 GRAT #4)
Common Units no par value
- 2,242,765(indirect: By LLC)
Common Units no par value
- 5,794,428(indirect: By Steel Partners, Ltd.)
Common Units no par value
- 970,000(indirect: By LLC)
Common Units no par value
- 416,948
6% Series A Preferred Units
- 438,259(indirect: By 2020 GRAT #3)
Common Units no par value
LICHTENSTEIN WARREN G
DirectorCEO10% Owner
Transactions
- Gift
Common Units no par value
2022-04-29−397,253→ 0 total(indirect: By 2020 GRAT #2)
Holdings
- 2,242,765(indirect: By LLC)
Common Units no par value
- 5,794,428(indirect: By Steel Partners, Ltd.)
Common Units no par value
- 416,948
6% Series A Preferred Units
- 645,607
Common Units no par value
- 934,087(indirect: By 2020 GRAT #4)
Common Units no par value
- 970,000(indirect: By LLC)
Common Units no par value
- 438,259(indirect: By 2020 GRAT #3)
Common Units no par value
Footnotes (9)
- [F1]This 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.
- [F2]Includes 1,702,059 Class C Common Units issued to SPH SPV representing Incentive Awards earned during fiscal 2021 with respect to certain Incentive Units received pursuant to the terms of that certain Incentive Unit Agreement, effective as of May 11, 2012, by and between the Issuer and SPH SPV. For more information on the Incentive Unit Agreement and Class C Units, see "Transactions with Related Persons" in the Issuer's proxy statement on Schedule 14A filed with the SEC on April 27, 2021.
- [F3]The Form 4 filed by the Reporting Persons on April 15, 2022 discloses ownership of 434,104 Common Units held directly by the 2020 GRAT#2, 460,403 Common Units held directly by the 2020 GRAT#3 and 586,612 Common Units held directly by Mr. Lichtenstein. Mr. Lichtenstein is the sole trustee and sole annuitant of the 2020 GRAT#2 and 2020 GRAT#3. Since the filing of the Form 4, 36,851 Common Units held directly by the 2020 GRAT#2 and 22,144 Common Units held directly by the 2020 GRAT#3 were transferred to Mr. Lichtenstein and the remaining 397,253 Common Units held directly by the 2020 GRAT#3 were gifted.
- [F4]Mr. Lichtenstein, as the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
- [F5]Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
- [F6]SPL, as the sole Member of WGL, and Mr. Lichtenstein, as the Manager of WGL and the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by WGL.
- [F7]Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#2"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#2, may have previously been deemed to previously beneficially own the Common Units held by the 2020 GRAT#2.
- [F8]Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#3"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#3, may be deemed to beneficially own the Common Units held by the 2020 GRAT#3.
- [F9]Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#4"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#4, may be deemed to beneficially own the Common Units held by the 2020 GRAT#4.
Documents
Issuer
STEEL PARTNERS HOLDINGS L.P.
CIK 0001452857
Entity typeother
IncorporatedNY
Related Parties
1- filerCIK 0001005784
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 5:44 PM ET
- Size
- 18.7 KB