0000921895-20-001205.txt : 20200427 0000921895-20-001205.hdr.sgml : 20200427 20200427201210 ACCESSION NUMBER: 0000921895-20-001205 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200423 FILED AS OF DATE: 20200427 DATE AS OF CHANGE: 20200427 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: 20821915 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: 20821916 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: 20821917 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: 20821918 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_04272020.xml OWNERSHIP DOCUMENT X0306 4 2020-04-23 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 2020-04-23 4 P 0 100 4.9700 A 192818 I By Steel Partners, Ltd. Common Units no par value 2020-04-23 4 P 0 2200 5.0000 A 195018 I By Steel Partners, Ltd. Common Units no par value 1537623 D Common Units no par value 1540706 I By SPH SPV-I LLC Common Units no par value 6362920 I By WGL Capital LLC 6% Series A Preferred Units 410787 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. 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. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. Exhibit 24 - Power of Attorney By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein 2020-04-27 By: Steel Partners, Ltd., By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Chief Executive Officer 2020-04-27 By: WGL Capital LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Manager 2020-04-27 By: SPH SPV-I LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Managing Member 2020-04-27 EX-24 2 ex24toform404197004_04272020.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that WARREN G. LICHTENSTEIN, with a business address c/o Steel Services, Ltd., 590 Madison Avenue, 32nd Floor, New York, NY 10022 ("Grantor"), does hereby nominate, constitute, and appoint MARIA REDA, with a business address c/o Steel Partners Holdings L.P., 590 Madison Avenue, 32nd Floor, New York, NY 10022 ("Attorney"), as Grantor's true and lawful attorney-in-fact and agent, but without any power to delegate to any other person any of the powers granted hereby, effective as provided below, to act in Grantor's name, place and stead in any way that Grantor could do if personally present and acting, to:

1. Execute for and on behalf of the undersigned all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Grantor, Steel Partners Ltd., Steel Partners Holdings L.P. or their affiliates.

2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.

3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with any rules or regulations including federal securities laws.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of April, 2020.



	/s/ Warren G. Lichtenstein
	Warren G. Lichtenstein