0000921895-18-002809.txt : 20181019 0000921895-18-002809.hdr.sgml : 20181019 20181019193225 ACCESSION NUMBER: 0000921895-18-002809 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180926 FILED AS OF DATE: 20181019 DATE AS OF CHANGE: 20181019 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: 181131353 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 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: 181131354 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: 181131355 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: 181131356 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 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_10192018.xml OWNERSHIP DOCUMENT X0306 4 2018-09-26 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 2018-09-26 5 G 0 E 61358 0 D 0 I By 2016 GRAT Common Units no par value 1037623 D Common Units no par value 1540706 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 500000 I By 2018 GRAT 6% Series A Preferred Units 514661 D 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. The Form 4 filed by the Reporting Persons on July 20, 2018 discloses ownership of 313,112 Common Units held by a grantor retained annuity trust ("2016 GRAT") of which Mr. Lichtenstein was the sole trustee and sole annuitant. Since the filing of the Form 4, 251,754 of the Common Units held by the 2016 GRAT were transferred to Mr. Lichtenstein in satisfaction of the trust's annuity obligations to Mr. Lichtenstein, 500,000 Common Units held directly by Mr. Lichtenstein were then transferred to a new grantor retained annuity trust ("2018 GRAT") of which Mr. Lichtenstein is the sole trustee and sole annuitant and, on September 26, 2018, the remaining 61,358 Common Units held by the 2016 GRAT were gifted to a new trust for the benefit of a family member. Mr. Lichtenstein does not have a pecuniary interest in the securities held by this new trust. The Form 4 filed by the Reporting Persons on July 20, 2018 discloses ownership of 1,285,869 Common Units held directly by Mr. Lichtenstein. The total number of Common Units held directly by Mr. Lichtenstein now reflects the transfers described in Footnote 2. 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 by a grantor retained annuity trust ("2018 GRAT"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2018 GRAT, may be deemed to beneficially own the Common Units held by the 2018 GRAT. The total number of Common Units held by the 2018 GRAT reflects the transfer described in Footnote 2. By: /s/ Jack L. Howard, as Attorney-in-Fact for Warren G. Lichtenstein 2018-10-19 By: Steel Partners, Ltd., By: /s/ Jack L. Howard, President 2018-10-19 By: WGL Capital LLC, By: /s/ Jack L. Howard, President 2018-10-19 By: SPH SPV-I LLC, By: /s/ Jack L. Howard, as Attorney-in-Fact for Warren G. Lichtenstein, Managing Member 2018-10-19