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