8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2015

STEEL PARTNERS HOLDINGS L.P.
(Exact name of registrant as specified in its charter)
Delaware	0-5465	13-3727655
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
590 Madison Avenue, 32nd Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 520-2300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

X  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure.

On May 21, 2015, Steel Partners Holdings L.P., a Delaware limited partnership (the “Company”), posted a letter to its limited partners (the “Annual Letter”) on the Company’s website, www.steelpartners.com, under “Investor Relations – Annual Letters.” The Annual Letter is expected to be mailed to the limited partners on or about May 26, 2015. A copy of the Annual Letter is attached hereto as Exhibit 99.1, and supersedes the letter filed by the Company on a Current Report on Form 8-K on May 19, 2015.

The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed  “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the  “Exchange Act”), or otherwise subject to the liabilities of such section.  The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 8.01.    Other Events.

The information set forth under Item 7.01 of this Form 8-K is incorporated by reference in this Item 8.01.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibits

99.1 Letter to Limited Partners, dated May 18, 2015.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 26, 2015	STEEL PARTNERS HOLDINGS L.P.
	By:	Steel Partners Holdings GP Inc.
		Its General Partner
	By:	/s/ James F. McCabe, Jr.
		James F. McCabe, Jr.
		Chief Financial Officer

Exhibit

Exhibit No. Exhibit

99.1 Letter to Limited Partners, dated May 18, 2015.

EX-99.1

Exhibit 99.1