0000921895-23-000799.txt : 20230330 0000921895-23-000799.hdr.sgml : 20230330 20230330190209 ACCESSION NUMBER: 0000921895-23-000799 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230328 FILED AS OF DATE: 20230330 DATE AS OF CHANGE: 20230330 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: 23782265 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: 23782264 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: 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: 23782262 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: 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: 23782263 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 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 form404197lic_03302023.xml OWNERSHIP DOCUMENT X0407 4 2023-03-28 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 0 1 See Footnote 1 0001606923 SPH SPV-I LLC 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 0 1 See Footnote 1 0 Common Units no par value 2023-03-28 4 J 0 53392 D 2006387 I By SPH SPV-I LLC Common Units no par value 2023-03-28 4 J 0 20000 A 20000 I By Son Common Units no par value 711964 D Common Units no par value 5279428 I By Steel Partners, Ltd. Common Units no par value 1485000 I By WGL Capital LLC Common Units no par value 438259 I By 2020 GRAT #3 Common Units no par value 867730 I By 2020 GRAT #4 6% Series A Preferred Units 416948 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. Represents a distribution of Common Units from SPH SPV to members of SPH SPV. Consists entirely of Common Units as a result of the conversion of all 200,253 Class C Common Units held by SPH SPV into Common Units. Mr. Lichtenstein, as the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by SPL. Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV. 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. 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. 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. The Form 4 filed by the Reporting Persons on March 23, 2023 discloses ownership of 5,794,428 Common Units held directly by SPL and 970,000 Common Units held directly by WGL. Since the filing of the Form 4, 515,000 Common Units held by SPL were transferred to WGL, of which SPL is the sole Member, resulting in SPL beneficially owning such Common Units indirectly instead of directly. Such transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended, or otherwise. Represents a distribution of Common Units from SPH SPV to Mr. Lichtenstein's son who is a member of SPH SPV. Mr. Lichtenstein disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Lichtenstein is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein 2023-03-30 By: Steel Partners, Ltd., By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Chief Executive Officer 2023-03-30 By: WGL Capital LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Manager 2023-03-30 By: SPH SPV-I LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Managing Member 2023-03-30