0001193805-22-000647.txt : 20220415
0001193805-22-000647.hdr.sgml : 20220415
20220415090221
ACCESSION NUMBER: 0001193805-22-000647
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220413
FILED AS OF DATE: 20220415
DATE AS OF CHANGE: 20220415
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: 22829115
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: 22829114
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: 22829112
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: 22829113
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
form404197004_04152022.xml
X0306
4
2022-04-13
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
0
1
See Footnote 1
0001606923
SPH SPV-I LLC
590 MADISON AVENUE, 32ND FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Units no par value
2022-04-13
4
A
0
1702059
A
2242765
I
By SPH SPV-I LLC
Common Units no par value
586612
D
Common Units no par value
5794428
I
By Steel Partners, Ltd.
Common Units no par value
970000
I
By WGL Capital LLC
Common Units no par value
434104
I
By 2020 GRAT #2
Common Units no par value
460403
I
By 2020 GRAT #3
Common Units no par value
934087
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.
Class C Common Units issued to SPH SPV representing Incentive Awards earned during fiscal 2021 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. For more information on the Incentive Unit Agreement and Class C Units, see "Transactions with Related Persons" in the Issuer's proxy statement on Schedule 14A filed with the SEC on April 27, 2021.
The Form 4 filed by the Reporting Persons on December 8, 2021 discloses ownership of 401,508 Common Units held directly by SPL. Since the filing of the Form 4, 5,392,920 Common Units held by WGL were distributed pro-rata to SPL, the sole Member of WGL, resulting in SPL beneficially owning such Common Units directly instead of indirectly.
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#2"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#2, may be deemed to beneficially own the Common Units held by the 2020 GRAT#2.
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.
By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein
2022-04-15
By: Steel Partners, Ltd., By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Chief Executive Officer
2022-04-15
By: WGL Capital LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Manager
2022-04-15
By: SPH SPV-I LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Managing Member
2022-04-15