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LICHTENSTEIN WARREN G 4

Accession 0001193805-22-000647

CIK 0001452857other

View on SEC.gov Company Profile

Filed

Apr 14, 8:00 PM ET

Accepted

Apr 15, 9:02 AM ET

Size

18.2 KB

Accession

0001193805-22-000647

Insider Transaction Report

Form 4

Period: 2022-04-13

STEEL PARTNERS HOLDINGS L.P.SPLP

LICHTENSTEIN WARREN G

DirectorCEO10% Owner

Transactions

Award
Common Units no par value
2022-04-13+1,702,059→ 2,242,765 total(indirect: By LLC)

Holdings

Common Units no par value
(indirect: By 2020 GRAT #2)
434,104
Common Units no par value
(indirect: By 2020 GRAT #3)
460,403
Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,794,428
Common Units no par value
(indirect: By 2020 GRAT #4)
934,087
Common Units no par value
586,612
Common Units no par value
(indirect: By LLC)
970,000
6% Series A Preferred Units
416,948

SPH SPV-I LLC

Other

Transactions

Award
Common Units no par value
2022-04-13+1,702,059→ 2,242,765 total(indirect: By LLC)

Holdings

Common Units no par value
(indirect: By 2020 GRAT #2)
434,104
6% Series A Preferred Units
416,948
Common Units no par value
(indirect: By 2020 GRAT #3)
460,403
Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,794,428
Common Units no par value
(indirect: By LLC)
970,000
Common Units no par value
(indirect: By 2020 GRAT #4)
934,087
Common Units no par value
586,612

Steel Partners, Ltd.

10% Owner

Transactions

Award
Common Units no par value
2022-04-13+1,702,059→ 2,242,765 total(indirect: By LLC)

Holdings

Common Units no par value
586,612
Common Units no par value
(indirect: By 2020 GRAT #2)
434,104
Common Units no par value
(indirect: By LLC)
970,000
6% Series A Preferred Units
416,948
Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,794,428
Common Units no par value
(indirect: By 2020 GRAT #3)
460,403
Common Units no par value
(indirect: By 2020 GRAT #4)
934,087

WGL Capital Corp.

10% Owner

Transactions

Award
Common Units no par value
2022-04-13+1,702,059→ 2,242,765 total(indirect: By LLC)

Holdings

Common Units no par value
586,612
Common Units no par value
(indirect: By LLC)
970,000
Common Units no par value
(indirect: By 2020 GRAT #4)
934,087
Common Units no par value
(indirect: By 2020 GRAT #2)
434,104
Common Units no par value
(indirect: By 2020 GRAT #3)
460,403
Common Units no par value
(indirect: By Steel Partners, Ltd.)
5,794,428
6% Series A Preferred Units
416,948

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]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 December 8, 2021 discloses ownership of 401,508 Common Units held directly by SPL. Since the filing of the Form 4, 5,392,920 Common Units held by WGL were distributed pro-rata to SPL, the sole Member of WGL, resulting in SPL beneficially owning such Common Units directly instead of indirectly.
[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 be deemed to 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

1 file

4
form404197004_04152022.xmlPrimary

Issuer

STEEL PARTNERS HOLDINGS L.P.

CIK 0001452857

→

Entity typeother

IncorporatedNY

Related Parties

filerCIK 0001005784

Filing Metadata

Form type: 4
Filed: Apr 14, 8:00 PM ET
Accepted: Apr 15, 9:02 AM ET
Size: 18.2 KB

View on SEC.gov