0000921895-18-000691.txt : 20180214
0000921895-18-000691.hdr.sgml : 20180214
20180214174334
ACCESSION NUMBER: 0000921895-18-000691
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180213
FILED AS OF DATE: 20180214
DATE AS OF CHANGE: 20180214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Steel Partners, Ltd.
CENTRAL INDEX KEY: 0001504325
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35493
FILM NUMBER: 18614288
BUSINESS ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-520-2300
MAIL ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WGL Capital LLC
CENTRAL INDEX KEY: 0001547324
STATE OF INCORPORATION: CO
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35493
FILM NUMBER: 18614287
BUSINESS ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 520-2300
MAIL ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: WGL Capital Corp.
DATE OF NAME CHANGE: 20120412
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SPH SPV-I LLC
CENTRAL INDEX KEY: 0001606923
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35493
FILM NUMBER: 18614285
BUSINESS ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-758-3232
MAIL ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LICHTENSTEIN WARREN G
CENTRAL INDEX KEY: 0001005784
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35493
FILM NUMBER: 18614289
MAIL ADDRESS:
STREET 1: C/O STEEL PARTNERS II L P
STREET 2: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: STEEL PARTNERS HOLDINGS L.P.
CENTRAL INDEX KEY: 0001452857
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-520-2300
MAIL ADDRESS:
STREET 1: 590 MADISON AVENUE, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: WEBFINANCIAL L.P.
DATE OF NAME CHANGE: 20081229
4
1
form404197004_02142018.xml
OWNERSHIP DOCUMENT
X0306
4
2018-02-13
0
0001452857
STEEL PARTNERS HOLDINGS L.P.
SPLP
0001005784
LICHTENSTEIN WARREN G
C/O STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
1
1
1
0
Executive Chairman
0001504325
Steel Partners, Ltd.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
1
0
0001547324
WGL Capital LLC
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
1
0
0001606923
SPH SPV-I LLC
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
0
1
See Footnote 1
Common Units no par value
2017-12-28
5
G
0
E
35715
0
D
1285869
D
Common Units no par value
2017-07-06
4
J
0
7205
D
1201147
I
By SPH SPV-I LLC
Common Units no par value
2018-02-13
4
J
0
461442
A
1662589
I
By SPH SPV-I LLC
Common Units no par value
130891
I
By Steel Partners, Ltd.
Common Units no par value
6362920
I
By WGL Capital LLC
Common Units no par value
313112
I
By 2016 GRAT
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 Common Units reported herein, except to the extent of his or its pecuniary interest therein.
Represents a withdrawal of Common Units from SPH SPV by certain members of SPH SPV.
Class C Common Units issued to SPH SPV representing Incentive Awards earned during fiscal 2017 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.
Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
Mr. Lichtenstein, as the Chief Executive Officer and a control person of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
SPL, as the sole Member of WGL, and Mr. Lichtenstein, as the Manager of WGL and the Chief Executive Officer and a control person of SPL, may be deemed to beneficially own the Common Units owned directly by WGL.
Represents Common Units held in a grantor retained annuity trust ("2016 GRAT"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2016 GRAT, may be deemed to beneficially own the Common Units held in the 2016 GRAT.
The Form 5 filed by the Reporting Persons on February 12, 2016 discloses ownership of an aggregate of 1,255,555 Common Units held directly in three grantor retained annuity trusts of which Mr. Lichtenstein was the sole trustee and sole annuitant. Since the filing of the Form 5, all such Common Units were transferred to Mr. Lichtenstein in satisfaction of the trust's annuity obligations to Mr. Lichtenstein, 500,000 Common Units owned directly by Mr. Lichtenstein were then transferred to the 2016 GRAT and 186,888 Common Units held in the 2016 GRAT were then transferred to Mr. Lichtenstein in satisfaction of its annuity obligations to Mr. Lichtenstein, leaving a balance of 313,112 Common Units in the 2016 GRAT.
The Form 5 filed by the Reporting Persons on February 12, 2016 discloses ownership of an aggregate of 6,232,656 Common Units held directly by WGL, which inadvertently excluded 130,264 Common Units held directly by WGL. As reported in a prior Form 4, such 130,264 Common Units were initially issued to WGL in January 2015 in the form of Class B Common Units prior to automatically converting into regular Common Units, leaving a balance of 6,362,920 Common Units held by WGL.
The Form 5 filed by the Reporting Persons on February 12, 2016 discloses ownership of an aggregate of 379,141 Common Units held directly by Mr. Lichtenstein. The total number of Common Units held directly by Mr. Lichtenstein now reflects the gift of Common Units reported herein and the transfers described in Footnote 8.
By: /s/ Jack L. Howard, as Attorney-in-Fact for Warren G. Lichtenstein
2018-02-14
By: Steel Partners, Ltd., By: /s/ Jack L. Howard, President
2018-02-14
By: WGL Capital LLC, By: /s/ Jack L. Howard, President
2018-02-14
By: SPH SPV-I LLC, By: /s/ Jack L. Howard, as Attorney-in-Fact for Warren G. Lichtenstein, Managing Member
2018-02-14