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LICHTENSTEIN WARREN G 4

Accession 0000921895-23-000799

CIK 0001452857other

View on SEC.gov Company Profile

Filed

Mar 29, 8:00 PM ET

Accepted

Mar 30, 7:02 PM ET

Size

19.5 KB

Accession

0000921895-23-000799

Insider Transaction Report

Form 4

Period: 2023-03-28

STEEL PARTNERS HOLDINGS L.P.SPLP

LICHTENSTEIN WARREN G

DirectorCEO10% Owner

Transactions

Other
Common Units no par value
2023-03-28−53,392→ 2,006,387 total(indirect: By LLC)
Other
Common Units no par value
2023-03-28+20,000→ 20,000 total(indirect: By Son)

Holdings

Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,279,428
Common Units no par value
(indirect: By 2020 GRAT #3)
438,259
Common Units no par value
711,964
Common Units no par value
(indirect: By LLC)
1,485,000
Common Units no par value
(indirect: By 2020 GRAT #4)
867,730
6% Series A Preferred Units
416,948

Steel Partners, Ltd.

10% Owner

Transactions

Other
Common Units no par value
2023-03-28−53,392→ 2,006,387 total(indirect: By LLC)
Other
Common Units no par value
2023-03-28+20,000→ 20,000 total(indirect: By Son)

Holdings

Common Units no par value
(indirect: By LLC)
1,485,000
Common Units no par value
(indirect: By 2020 GRAT #4)
867,730
Common Units no par value
711,964
Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,279,428
Common Units no par value
(indirect: By 2020 GRAT #3)
438,259
6% Series A Preferred Units
416,948

SPH SPV-I LLC

Other

Transactions

Other
Common Units no par value
2023-03-28+20,000→ 20,000 total(indirect: By Son)
Other
Common Units no par value
2023-03-28−53,392→ 2,006,387 total(indirect: By LLC)

Holdings

Common Units no par value
711,964
Common Units no par value
(indirect: By LLC)
1,485,000
Common Units no par value
(indirect: By 2020 GRAT #3)
438,259
Common Units no par value
(indirect: By 2020 GRAT #4)
867,730
6% Series A Preferred Units
416,948
Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,279,428

WGL Capital Corp.

10% Owner

Transactions

Other
Common Units no par value
2023-03-28−53,392→ 2,006,387 total(indirect: By LLC)
Other
Common Units no par value
2023-03-28+20,000→ 20,000 total(indirect: By Son)

Holdings

Common Units no par value
(indirect: By LLC)
1,485,000
Common Units no par value
(indirect: By 2020 GRAT #3)
438,259
6% Series A Preferred Units
416,948
Common Units no par value
711,964
Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,279,428
Common Units no par value
(indirect: By 2020 GRAT #4)
867,730

Footnotes (11)

[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.
[F10]Represents a distribution of Common Units from SPH SPV to Mr. Lichtenstein's son who is a member of SPH SPV.
[F11]Mr. Lichtenstein disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Lichtenstein is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
[F2]Represents a distribution of Common Units from SPH SPV to members of SPH SPV.
[F3]Consists entirely of Common Units as a result of the conversion of all 200,253 Class C Common Units held by SPH SPV into Common Units.
[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#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.
[F8]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.
[F9]The Form 4 filed by the Reporting Persons on March 23, 2023 discloses ownership of 5,794,428 Common Units held directly by SPL and 970,000 Common Units held directly by WGL. Since the filing of the Form 4, 515,000 Common Units held by SPL were transferred to WGL, of which SPL is the sole Member, resulting in SPL beneficially owning such Common Units indirectly instead of directly. Such transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended, or otherwise.

Documents

1 file

4
form404197lic_03302023.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

STEEL PARTNERS HOLDINGS L.P.

CIK 0001452857

→

Entity typeother

IncorporatedNY

Related Parties

filerCIK 0001005784

Filing Metadata

Form type: 4
Filed: Mar 29, 8:00 PM ET
Accepted: Mar 30, 7:02 PM ET
Size: 19.5 KB

View on SEC.gov